SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA Corporation
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0784499
(I.R.S. employer identification number)
1426 Main Street, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip code)
SCANA Corporation Stock Purchase-Savings Plan
(Full title of the plan)
Asbury H. Gibbes
Senior Vice President, General Counsel and Assistant Secretary
SCANA Corporation
1426 Main Street, Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 748-3101
(Telephone number, including area code, of agent for service)
Copy To:
Elizabeth B. Anders
McNair & Sanford, P.A.
1301 Gervais Street
17th Floor
Columbia, SC 29201
(803) 799-9800
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share(2) price(2) fee(2)
Common Stock,
no par value 2,000,000 shares $42.125 $84,250,000 $29,052
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered and sold pursuant to the employee benefit plan
described herein.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee
based on the average of the high and low prices for the Common Stock of
SCANA Corporation (the "Company") as reported on the New York Stock
Exchange, Inc. Composite Transactions Reporting System on December 9,
1994.
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Part II
Item 3. Incorporation Of Documents By Reference
This Registration Statement on Form S-8 hereby incorporates the
following documents which are not presented herein:
1) Annual Report of the Company on Form 10-K for the year
ended December 31, 1993, as amended.
2) Annual Report of the Company's Stock Purchase-Savings Plan
(the "Plan") for the year ended December 31, 1993 as
filed on Form 10-K/A.
3) Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30,
1994, as amended.
4) Current Report of the Company on Form 8-K dated January 13,
1994.
5) The Registration Statement for Common Stock of the
Company under the Exchange Act on Form 8-B dated
November 6, 1984, as amended.
6) Description of Common Stock of the Company as set
forth in Registration Statement No. 33-49759.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
At October 31, 1994, Asbury H. Gibbes, Esquire, who is Senior
Vice President, General Counsel and Assistant Secretary, and a full-
time employee of the Company, owned beneficially 4,230 shares of the
Company's Common Stock, including shares acquired by the trustee under
the Plan by use of contributions made by Mr. Gibbes and earnings
thereon, and including shares purchased by the trustee by use of
Company contributions and earnings thereon.
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Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits, and
the Registrant's By-Laws require, indemnification of the Registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Under Sections 33-8-510, 33-
8-550 and 33-8-560 of the South Carolina Business Corporation Act of
1988, a South Carolina corporation is authorized generally to
indemnify its directors and officers in civil or criminal actions if
they acted in good faith and reasonably believed their conduct to be
in the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that the conduct was
unlawful. The Registrant's By-Laws require indemnification of
directors and officers with respect to expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding in which they are made
parties by reason of having been a director or officer, except in
relation to matters as to which they shall be adjudged to be liable
for willful misconduct in the performance of duty and to such matters
as shall be settled by agreement predicated on the existence of such
liability. In addition, the Registrant carries insurance on behalf of
directors, officers, employees or agents that may cover liabilities
under the Securities Act. The Registrant's Restated Articles of
Incorporation provide that no director of the corporation shall be
liable to the corporation or its shareholders for monetary damages for
breach of his fiduciary duty as a director occurring after April 26,
1989, except for (i) any breach of the director's duty of loyalty to
the Registrant or its shareholders, (ii) acts or omissions not in good
faith or which involve gross negligence, intentional misconduct or a
knowing violation of law, (iii) certain unlawful distributions or (iv)
any transaction from which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibits required to be filed with this Registration Statement
are listed in the Exhibit Index following the signature pages.
Certain of such exhibits which have heretofore been filed with the
Securities and Exchange Commission and which are designated by
reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof. The
Registrant undertakes to submit the Plan, and any future amendments
thereto, to the Internal Revenue Service (the "IRS") in a timely
manner and to make all changes required by the IRS in order to
continue to qualify the Plan.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURE
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Columbia, State of South Carolina, on this 16th day of December 1994.
(REGISTRANT) SCANA Corporation
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of the
Board, Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
(i) Principal executive officer:
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of the
Board, Chief Executive Officer,
President and Director
Date:
(ii) Principal financial and accounting officer:
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Executive Vice
President, Chief Financial Officer,
Controller and Director
Date:
(iii) Other Directors:
* B. L. Amick, W. B. Bookhart, Jr., Hugh M. Chapman, J. B. Edwards,
E. T. Freeman, B. A. Hagood, Bruce D. Kenyon, F. C. McMaster,
Henry Ponder, J. B. Rhodes, E. C. Wall, Jr.
* Signed on behalf of each of these persons:
s/W. B. Timmerman
W. B. Timmerman
(Attorney-in-Fact)
Directors who did not sign:
W. T. Cassels, Jr.
W. Hayne Hipp
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The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Columbia, State of South Carolina, on December 16, 1994.
(PLAN) SCANA Corporation Stock
Purchase-Savings Plan
By: (Signature and Title) s/K. B. Marsh
K. B. Marsh
Chairman of the SCANA
Corporation Stock
Purchase-Savings Plan
Committee
s/M. K. Phalen
M. K. Phalen
Member of the SCANA
Corporation Stock
Purchase-Savings Plan
Committee
s/L. E. Cope
L. E. Cope
Member of the SCANA
Corporation Stock
Purchase-Savings Plan
Committee
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EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
4. Instruments Defining the Rights of Security
Holders, Including Indentures
4.1 Restated Articles of Incorporation of SCANA
Corporation as adopted on April 26, 1989
(Exhibit 3-A to Registration Statement No.
33-49145)........................................... #
4.2 By-Laws of SCANA Corporation as revised and
amended on December 15, 1993 (Exhibit
3-B to Form 10-Q for the quarter ended
September 30, 1994, File No. 1-8809)................ #
4.3 SCANA Corporation Stock Purchase-Savings
Plan (As amended and restated from January 1, 1989
to and as of July 1, 1994) (Filed herewith)......... 9
4.4 Trustee Agreement SCANA Corporation Stock
Purchase-Savings Plan (Dated December 16,
1991) (Filed herewith).............................. 67
5. Opinion Re Legality (Filed herewith)..................... 78
15. Letter Re Unaudited Interim Financial
Information
Not applicable
23. Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith).... 79
(b) Consent of Asbury H. Gibbes (Included
in his opinion in Exhibit 5)
24. Power of Attorney (Filed herewith)....................... 80
27. Financial Data Schedule
Not applicable
28. Information From Reports Furnished to
State Insurance Regulatory Authorities
Not applicable
99. Additional Exhibits
Not applicable
# Incorporated herein by reference as indicated.
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
(As amended and restated from January 1, 1989,
to and as of July 1, 1994)
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
(As amended and restated from January 1, 1989,
to and as of July 1, 1994)
Article Page
I. PURPOSE 1
I-A. MERGER 3
II. DEFINITIONS 4
2.01 Additional Contributions 4
2.02 Adjustment Factor 4
2.03 Beneficiary 4
2.04 Break in Service 4
2.05 Code 5
2.06 Committee 6
2.07 Common Stock 6
2.08 Company 6
2.09 Controlled Group 6
2.10 Date of Distribution 6
2.11 Deferrals 6
2.12 Disability 6
2.13 Eligible Earnings 6
2.14 Eligible Employee 6
2.15 Employee 7
2.16 Employee Plans Committee 7
2.17 Employer 7
2.18 Employer Contribution 7
2.19 Highly Compensated Employee 7
2.20 Inactive Participant 10
2.21 Participant 10
2.22 Plan 10
2.23 Plan Administrator 10
2.24 Plan Manager 10
2.25 Plan Year 10
2.26 Regular Contributions 11
2.27 Spouse 11
2.28 Termination of Employment 11
2.29 Trust (or Trust Fund) 11
2.30 Trustee 11
2.31 Valuation Date 11
2.32 Valuation Price 11
III. ELECTION OF PARTICIPATION 12
3.1 Election to Participate 12
3.2 Election Authorization 12
IV. EMPLOYEE DEFERRALS AND CONTRIBUTIONS 13
4.1 Deferrals 13
4.2 Regular Contributions 13
4.3 Additional Contributions 13
4.4 Changes in Contributions 13
4.5 Suspension of Contributions 13
4.6 Rounding of Amounts 14
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V. EMPLOYER CONTRIBUTIONS 15
5.1 Employer Contributions 15
5.2 Corrective Contributions/Reallocations 15
VI. PLAN INVESTMENTS 16
6.1 Employee Deferrals, Regular Contributions, and
Additional Contributions 16
6.2 Employer Contributions 16
6.3 Investments 16
6.4 Earnings 18
6.5 Uninvested Cash 19
VII. INVESTMENT ACCOUNTS 20
7.1 Separate Accounts 20
7.2 Account Information 20
7.3 Applicable Valuation Date: 20
VIII. WITHDRAWALS/DISTRIBUTIONS 21
8.1 Withdrawals Before Termination of Employment 21
8.2 Frequency of Withdrawal 24
8.3 Form of Withdrawal 24
8.4 Notice of Withdrawal 24
8.5 Distribution on Termination of Employment or Disability 25
8.6 Distribution on Death 25
8.7 Promptness of Distribution 25
8.8 Amount of Distribution 26
8.9 Form of Distribution 26
8.10 Fractional Shares 26
8.11 Limitations on Commencement of Benefits 26
8.12 Employee Transfers from the Employer to a Controlled
Group Member 27
8.13 Distributions with Respect to Qualified Domestic
Relations Orders 27
8.14 Direct Rollover Distributions 28
IX. LOANS TO PARTICIPANTS 30
9.1 Amount of Loan 30
9.2 Terms of Loan 30
9.3 Commencement of Loans 34
9.4 Employee Transfers from the Employer to a
Controlled Group Member 34
9.5 Specific Information 34
X. VESTING 36
10.1 Vesting Prior to July 1, 1989 36
10.2 Vesting On and After July 1, 1989 36
10.3 Employee Transfers from the Employer to a
Controlled Group Member 36
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
(As amended and restated from January 1, 1989,
to and as of July 1, 1994)
Article Page
XI. FORFEITURES 37
11.1 Termination of Employment 37
11.2 Repayments 37
11.3 Lost Participants or Beneficiaries 37
11.4 Application of Forfeitures 37
XII. LIMITATIONS ON CONTRIBUTIONS AND BENEFITS 38
12.1 Definition of Annual Additions 38
12.2 Maximum Annual Addition 38
12.3 Limitation on Annual Additions 38
12.4 Definitions 39
12.5 Special Rules 39
12.6 Limitation of Benefits and Contributions 40
12.7 Transitional Rule 41
12.8 Effective Date 41
12.9 Maximum Amount of Deferrals 41
12.10 Non-Discrimination Limitation on Deferral Contributions 43
12.11 Nondiscrimination Limitations on Regular Contributions
and Employer Contributions 44
12.12 Definitions 47
XIII. TOP HEAVY PROVISIONS 51
13.1 General Rule 51
13.2 Vesting Provisions 51
13.3 Minimum Benefit Provisions 51
13.4 Limitation on Benefits 51
13.5 Coordination with Other Plans 52
13.6 Top-Heavy Plan Definition 52
13.7 Key Employee 54
13.8 Non-Key Employee 54
13.9 Collective Bargaining Rules 54
13.10 Distribution to Key Employees 55
13.11 Effective Date 55
XIV. VOTING OF STOCK 56
XV. ADMINISTRATION 57
15.1 Plan Administrator 57
15.2 Powers and Duties of the Committee 57
15.3 Claims Procedure 58
15.4 Claims Review Procedure 58
15.5 Plan Expenses 59
XVI. TRUSTEE 60
XVII. FIDUCIARY LIABILITIES 61
XVIII. AMENDMENT OR TERMINATION 62
18.1 General Provision 62
18.2 Special Provision 62
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XIX. GENERAL PROVISIONS 63
19.1 Source of Distributions 63
19.2 Non-Alienation of Benefits 63
19.3 Merger or Consolidation 63
19.4 No Right to Employment 63
19.5 Controlling Law 63
SIGNATURES 64
APPENDIX 65
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
(As amended and restated from January 1, 1989,
to and as of July 1, 1994)
ARTICLE I. PURPOSE
SCANA Corporation, as successor corporation to South Carolina
Electric & Gas Company, pursuant to a Plan of Exchange effective
December 31, 1984, adopted the South Carolina Electric & Gas
Company Stock Purchase-Savings Plan for Employees (effective
July 1, 1964, as amended through September 1, 1984) on behalf of
itself and as agent for each subsidiary which elects to have its
employees participate in this Plan in order to provide an
opportunity for employees to become shareholders of SCANA
Corporation and to encourage them to save on a regular basis by
setting aside part of their earnings. Such Plan was further
amended, effective December 31, 1984 and was amended and restated,
effective July 1, 1985, and subsequently amended effective June 10,
1986 and July 1, 1986 with a restatement as of the latter date.
The Plan was amended and restated effective January 1, 1989, to
comply with the Internal Revenue Code of 1986 and Treasury
Department Regulations with the effective dates of certain
subsequent provisions otherwise indicated. The Plan was amended on
June 26, 1991 at Section 4.3 to increase from 5% to 9% the maximum
allowable unmatched Employee contributions, and at sections 8.3A
and 8.9A to permit withdrawals and distributions to be in cash, all
such amendments effective as of October 11, 1991. The Plan was
amended on October 15, 1991 by adding "Date of Distribution" as a
defined term under Article II; Plan Sections 4.1, 4.1A, 4.2, 6.3,
8.1, 8.6, 8.7, 8.10, 9.1, 9.1A, 9.2, 15.2, 15.3, 15.4, 15.5, and
Articles I, V, XVI, and XVIII were also amended. The Plan was
amended effective March 7, 1992 regarding the admission of South
Carolina Real Estate Development Company, Inc. and MPX Systems,
Inc. as participating Employers. The Plan was amended on June 16,
1992 with respect to loans, minimum required distributions after
age 70 1/2, the withdrawal by Participants of Employer contributions,
the admission of SCANA Petroleum Resources, Inc. and SCANA
Hydrocarbons, Inc. as participating Employers, and the Plan
restated. The Plan was amended effective January 1, 1995 regarding
the admission of ServiceCare, Inc. as a participating employer.
The Plan was finally amended and restated as of July 1, 1994
to incorporate various amendments, including the amendments
necessary to comply with the Unemployment Compensation Amendments
of 1993
(effective January 1, 1993), the merger of the SCANA Corporation
Employee Stock Ownership Plan with and into the Plan (effective
April 30, 1993), the exclusion of Temporary Employees (effective
October 30, 1993) and Part-Time Employees (effective July 1, 1994),
the creation of the Employee Plans Committee as the entity with
general Plan amendment authority (effective December 15, 1993), and
various other clarifying or compliance-related matters.
The rights of any Employee who terminated employment with an
adopting Employer before the effective date of each applicable
amendment included in the restated Plan will be governed by that
provision as it was in effect on the Employee's termination date.
This Plan is intended to be a profit sharing plan.
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ARTICLE I-A. MERGER
Merger of Carolina Pipeline Company, Inc. Employee Stock
Purchase Thrift Plan into the SCANA Corporation Stock Purchase-
Savings Plan. On April 22, 1982, Carolina Pipeline Company, Inc.,
was acquired by South Carolina Electric & Gas Company. Effective
April 22, 1982, contributions to the Carolina Pipeline Company,
Inc., Employee Stock Purchase Thrift Plan amended as of April 22,
1979 (hereinafter referred to as the "CPC Plan") were suspended and
Participants in the CPC Plan became eligible to participate in the
South Carolina Electric & Gas Company Stock Purchase-Savings Plan.
As a result of the above, former employees of Carolina Pipeline
Company, Inc., were Participants in the CPC Plan by virtue of
account balances in the CPC Plan Trust and also Participants in
this Plan by virtue of meeting the eligibility requirements and
making appropriate contributions to this Plan. Effective June 10,
1986, the CPC Plan was merged into this Plan. All Participants
with account balances in the CPC Plan Trust Fund on June 9, 1986,
had such account balances transferred to this Plan on June 10,
1986, and will be eligible to receive benefits as set forth in the
provisions of this Plan, as amended by the applicable provisions of
Appendix I.
Merger of SCANA Corporation Employee Stock Ownership Plan into
the SCANA Corporation Stock Purchase-Savings Plan. Effective April
30, 1993, the SCANA Corporation Employee Stock Ownership Plan was
merged with and into the SCANA Corporation Stock Purchase-Savings
Plan. As a result of this merger, all account balances held under
the ESOP were transferred to this Plan and became eligible to
receive benefits as set forth in the provisions of this Plan, as
amended by the applicable provisions of Appendix I.
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ARTICLE II. DEFINITIONS
For the purpose of this Plan the following terms shall have
the meanings as set forth below unless the context requires
otherwise:
2.01 Additional Contributions: Eligible Earnings which a
Participant elects to contribute to the Plan in accordance with
Section 4.3.
2.02 Adjustment Factor: The cost of living adjustment
factor prescribed by the Secretary of the Treasury under Section
415(d) of the Code for years beginning after December 31, 1987, as
applied to such items and in such manner as the Secretary shall
provide.
2.03 Beneficiary: The surviving Spouse of the
Participant, unless such surviving Spouse has previously consented
to the designation of another person, estate, trust, or
organization as Beneficiary in a writing acknowledging the effect
of such designation, which writing is witnessed by a notary public.
The Beneficiary of an unmarried participant or of a married
Participant with consenting Spouse shall mean any person(s) who, or
estate, trust, or organization which becomes entitled to receive
benefits upon the death of a Participant. A Participant shall file
with the Plan Manager a written designation of Beneficiary. Such
a designation may be changed or revoked by a written notice filed
with the Plan Manager; however, such a change must be properly
consented to by the Participant's Spouse, if the Spouse is not
named as Beneficiary. In the case of a Participant with no Spouse,
any designation of a non-Spouse Beneficiary shall automatically be
revoked upon the marriage or remarriage of the Participant. Any
individual who is designated as an alternate payee in a qualified
domestic relations order (as defined in Section 414(p) of the Code)
relating to a Participant's benefits under this Plan shall be
treated as a Beneficiary hereunder, to the extent provided by such
order.
2.04 Break in Service: For periods of service occurring
before July 1, 1989 (the date as of which all Employer
Contributions became fully vested pursuant to Article X):
(a) A "Break in Service" means a 12-consecutive month
period (Computation Period) during which an Employee
does not have more than 500 hours of Service with the
Employer.
(b) An "Hour of Service" means each hour for which an
Employee is directly or indirectly paid, or entitled
to payment, by the Employer. Hours in which duties
are performed shall be credited to the Computation
Period in which the duties are performed. Hours in
which
no duties are performed but for which payment is made
for reasons such as vacations, holidays, illness,
incapacity (including disability), layoff, jury duty,
military duty, or leave of absence and hours for
which
back pay is awarded or agreed to shall be credited to
the Computation Period to which the payment pertains.
No duplicate credit shall be given on account of an
award or agreement for back pay.
(c) A "Year of Service" is a Computation Period during
which the Employee completes at least 1,000 Hours of
Service.
(d) "Computation Period" is the 12-consecutive month
period beginning with the day the Employee first
performs an Hour of Service for the Employer and
each anniversary thereof.
(e) "Break in Service" shall have the following
consequences:
(1) Employee with Vested Benefit: The pre-break and
post-break Years of Service of an Employee who
had satisfied the requirements of Article X for
a vested benefit before commencement of a Break
in Service shall be added together for the
purpose of determining his or her rights and
benefits.
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(2) Employee with no Vested Benefit: The pre-break
Years of Service of an Employee who had not
earned a vested benefit before commencement of
a Break in Service shall be lost unless (1)
the Employee acquires at least 1,000 Hours of
Service in a 12-consecutive month period
(Computation Period) which follows the Break in
Service and (2) the number of consecutive one-
year Breaks in Service is less than the number
of earlier Years of Service or five, whichever
is greater.
(3) Solely for purposes of determining whether a
Break in Service has occurred, an individual who
is absent from work for maternity or paternity
reasons shall receive credit for the Hours of
Service which would otherwise have been credited
to such individual but for such absence, or in
any case in which such hours cannot be
determined, eight hours of service per day of
such absence. For purposes of this paragraph,
an absence from work for maternity or paternity
reasons means an absence (1) by reason of the
pregnancy of the individual, (2) by reason of a
birth of a child of the individual, (3) by
reason of the placement of a child with the
individual in connection with the adoption of
such child by such individual, or (4) for
purposes of caring for such child for a period
beginning immediately following such birth or
placement. The Hours of Service credited under
this paragraph shall be credited (1) in the
Computation Period in which the absence
begins if the crediting is necessary to prevent
a Break in Service in that period, or (2) in all
other cases, in the following Computation
Period.
2.05 Code: The Internal Revenue Code of 1986, as amended
from time to time.
2.06 Committee: The SCANA Corporation Stock Purchase-Savings
Plan Committee appointed by the Chief Executive Officer of the
Company is the administrator of the Plan. The members of the
Committee shall serve at the pleasure of the Chief Executive
Officer.
2.07 Common Stock: The common stock of SCANA Corporation,
also referred to as "shares" or "stock" allocated or to be
allocated to Participants' accounts.
2.08 Company: The term "Company" shall mean SCANA
Corporation.
2.09 Controlled Group: All corporations or other trades or
businesses which are affiliated with the Company to the extent
required pursuant to the provisions of Section 414(b), (c), (m), or
(o) of the Code.
2.10 Date of Distribution: The date on which the Plan
Manager processes the distribution from the Participant's account,
with shares valued for purposes of such Date of Distribution at the
Valuation Price.
2.11 Deferrals: Contributions made to the Plan during the
Plan Year by the Employer, at the election of the Participant, in
lieu of cash compensation and shall include contributions made
pursuant to a salary reduction agreement on a pre-tax basis.
2.12 Disability: A disability of the Participant that causes
the Participant to be incapable of performing his customary duties
and entitles the Participant to benefits under the SCANA Long Term
Disability Plan.
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2.13 Eligible Earnings: An Eligible Employee's regular
annual base wages or salary plus amounts deferred under Sections
4.1 and 4.3 of the Plan and amounts deferred in this or any other
plan of the Employer under Internal Revenue Code Section 125. The
term "Eligible Earnings" shall not include commissions, drawing
accounts, bonuses, overtime, or any other special payments, fees
and allowances. For Plan Years beginning after December 31, 1988,
Eligible Earnings in excess of $200,000 shall be disregarded. For
Plan Years beginning after December 31, 1993, Eligible Earnings in
excess of $150,000 shall be disregarded. Such dollar limitations
on Eligible Earnings shall be adjusted at the same time and in such
manner as permitted under Code Section 401(a)(17) and the
regulations and other guidance issued thereunder. For purposes of
the foregoing limitation on Eligible Earnings, a Highly Compensated
Employee's family unit will be treated as a single Employee with
one Eligible Earnings amount in accordance with the family
aggregation requirements of Section 414(q)(6) of the Code. Family
members for these purposes shall include only the Participant's
Spouse and lineal descendants who have not attained age nineteen
(19) prior to the close of the Plan Year.
2.14 Eligible Employee: An Employee who has attained age 18
and who receives Eligible Earnings from an Employer or would be
receiving Eligible Earnings except for a leave of absence
authorized by the Employer under the Employer's established
personnel practices; provided, however, that any Employee otherwise
eligible to become an Eligible Employee may voluntarily waive
participation in the Plan. Notwithstanding the foregoing, the term
Eligible Employee shall not include a leased employee as defined in
Section 414(n) of the Code.
2.15 Employee: A common law employee of the Company or any
member of the Controlled Group including employees covered by a
collective bargaining agreement and a leased employee, as defined
in Section 414(n) of the Code; provided, however, that the term
"Employee" shall not include any leased employee (as defined in
Section 414(n) of the Code) covered by a plan described in Section
414(n)(5) of the Code unless all leased employees constitute more
than 20 percent of the total workforce of the Company and the
Controlled Group.
2.16 Employee Plans Committee: The Employee Plans Committee
established by the Company's Board of Directors.
2.17 Employer: The term "Employer" shall mean SCANA
Corporation, South Carolina Electric & Gas Company, and South
Carolina Pipeline Corporation. The term "Employer" shall also mean
any other direct or indirect subsidiary corporation of SCANA
Corporation the Board of Directors of which shall elect to have its
Employees participate in this Plan, and as to which such election
is also approved by the Board of Directors of SCANA Corporation; in
this regard:
(a) effective as to Eligible Earnings earned on and
after March 7, 1992, South Carolina Real Estate
Development Company, Inc. (SCANA Development
Corporation following a name change authorized by
the Board on August 25, 1993 and filed with the
Secretary of State on August 26, 1993) and MPX
Systems, Inc. are participating Employers in the
Plan for purposes of the participation of their
Employees;
(b) effective as to Eligible Earnings earned on and
after July 16, 1992, SCANA Petroleum Resources, Inc.
and SCANA Hydrocarbons, Inc. are participating
Employers in the Plan for purposes of the
participation of their Employees;
(c) effective as to Eligible Earnings earned on and
after January 1, 1995, ServiceCare, Inc. is a
participating Employer in the Plan for purposes of
the participation of its Employees.
2.18 Employer Contribution: A contribution made by an
Employer pursuant to Article V.
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2.19 Highly Compensated Employee: "Highly Compensated
Employees" include those Employees who meet the definition of
"Highly Compensated Employee" as determined under Section 414(q) of
the Code and the regulations issued thereunder, as set forth
herein. The term "Highly Compensated Employee" includes "Highly
Compensated Active Employees" and "Highly Compensated Former
Employees" and shall be determined as follows:
(a) A "Highly Compensated Active Employee" means an
Employee of the Company or a member of the Controlled
Group who performs services for the Company or a
member of the Controlled Group during the current
Plan Year (the "Determination Year") and who, during
the preceding Plan Year (the "Look-Back Year"), was
an Employee who:
(1) received Compensation in excess of $75,000
(adjusted at the same time and in the same manner
as under Section 415(d) of the Code),
(2) received Compensation in excess of $50,000
(adjusted at the same time and in the same manner
as under Section 415(d) of the Code) and was a
member of the "Top-Paid Group", or
(3) was an Officer earning more than fifty percent
(50%) of the dollar limitation under Section
415(b)(1)(A) of the Code.
(b) A "Highly Compensated Active Employee" also includes
an Employee described in the preceding sentence if
(1) the term "Determination Year" is substituted for
the term "Look-Back Year" and the Employee was
one of the 100 Employees who earned the most
Compensation during the Determination Year,
or
(2) the Employee was at any time during the
Determination Year or the Look-Back Year a five
percent (5%) owner of the Employer as defined in
Section 416(i)(1) of the Code.
(c) The "Top-Paid Group" for any Determination Year or
Look-Back Year shall include all Employees who are in
the top twenty percent (20%) of all Employees on the
basis of Compensation. For purposes of determining
the number of employees in the "Top-Paid Group," the
following Employees are disregarded:
(1) Employees who have not completed six months of
service by the end of the year;
(2) Employees who normally work less than 17 1/2 hours
per week for the year;
(3) Employees who normally work during less than six
months during any year;
(4) Employees who have not attained age 21 by the end
of such year; and
(5) Employees who are nonresident aliens receiving no
United States source income within the meaning of
Sections 861(a)(3) and 911(d)(2) of the Code.
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(d) For purposes of determining the number of Employees
who will be considered "Officers," no more than fifty
(50) Employees (or, if less, the greater of three (3)
Employees or ten percent (10%) of the Employees),
excluding those Employees who are excluded for
purposes of determining the Top-Paid Group under the
preceding paragraph, shall be treated as Officers. If
for any year no Officer has earned more than fifty
percent (50%) of the dollar limitation under Section
415(b)(1)(A) of the Code, the highest paid Officer of
the Company or a member of the Controlled Group shall
be treated as having earned such amount.
(e) A "Highly Compensated Former Employee" means an
Employee who separated from service prior to the
Determination Year, who performed no services for an
Employer during the Determination Year, and who was a
Highly Compensated Active Employee for either such
Employee's separation year or any Determination Year
ending on or after the Employee's 55th birthday.
(f) If during a Determination Year a Highly Compensated
Employee is a five percent (5%) owner or one of the
ten (10) most Highly Compensated Employees on the
basis of Compensation paid during such Determination
Year, then such Employee shall be subject to the
family aggregation requirements of Section 414(q)(6)
of the Code, and the Compensation and contributions
paid to or on behalf of all family members who are
Employees shall be aggregated with and attributable to
the Highly Compensated Employee. For this purpose,
family members shall include the Highly Compensated
Employee's spouse and lineal ascendants or descendants
and the spouse of such lineal ascendants or
descendants.
(g) For purposes of determining Highly Compensated
Employees, "Compensation" for a Determination Year or
a Look-Back Year shall be determined in the same
manner as "Compensation" in Section 12.4 of the Plan,
increased by Deferrals under this Plan and any pre-tax
elective contributions under a cafeteria plan (as
defined in Section 125 of the Code) maintained by the
Company or similar contributions under a plan
maintained by a member of the Controlled Group.
(h) Notwithstanding the foregoing, the determination of
Highly Compensated Employees may be made under the
calendar year calculation election under the
regulations issued pursuant to Code Section 414(q).
In accordance with such election, if it is made by the
Plan Manager, each Look-Back Year calculation shall be
based on the calendar year ending within the
applicable Determination Year and the Determination
Year calculation shall be based on the period by which
the applicable Determination Year extends beyond such
calendar year (the "Lag Period"). The dollar amounts
for the Lag Period shall be adjusted by multiplying
the dollar amounts by a fraction, the numerator of
which is the number of months included in the Lag
Period and the denominator of which is twelve. Such
election shall apply to all other plans maintained by
a member of the Controlled Group. The Plan Manager
may elect to apply the calendar year election for any
Plan Year. Further, the Plan Manager may elect to
apply such other rules for determining Highly
Compensated Employees, including substantiation
guidelines, as issued pursuant to Code Section 414(q).
2.20 Inactive Participant: Any Eligible Employee or former
Eligible Employee who is not an active Participant in the Plan and
who has amounts credited to his account under the Plan.
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2.21 Participant: An Eligible Employee who is an active
Participant in the Plan and who has amounts credited to his account
under the Plan.
2.22 Plan: The SCANA Corporation Stock Purchase-Savings
Plan, the Plan set forth herein, as amended from time to time.
2.23 Plan Administrator: The SCANA Corporation Stock
Purchase-Savings Plan Committee ("Committee").
2.24 Plan Manager: The person appointed by the Committee to
have primary responsibility for management of the regular
operations of the Plan. The Plan Manager shall report to the
Committee.
2.25 Plan Year: Effective January 1, 1989, the term "Plan
Year" shall mean the twelve (12) month period commencing
January 1st and ending on the last day of December next following.
For purposes of this Plan, the plan year shall also constitute the
"Limitation Year" for purposes of Section 415 of the Code.
2.26 Regular Contributions: Eligible Earnings which a
Participant elects to contribute to the Plan on an after-tax basis
in accordance with Section 4.2.
2.27 Spouse: That person who is legally married to the
Employee according to the law of the Employee's residence.
2.28 Termination of Employment: The ending of the employment
relationship between the Employer and an Employee for a cause other
than death. A leave of absence authorized by the Employer under
the Employer's established and nondiscriminatory personnel
practices is not a termination of employment. Notwithstanding the
above, a transfer by a Participant from the Employer to another
Controlled Group member which has not adopted this Plan shall not
be deemed to be a Termination of Employment.
2.29 Trust (or Trust Fund): The fund or funds maintained
under the trust agreement executed between the Company and the
Trustee to receive and invest the amounts contributed on behalf of
Participants, and from which distributions will be made.
2.30 Trustee: The individual(s) or corporation(s) appointed
by the Company, pursuant to a trust agreement, to hold and manage
the Trust Fund.
2.31 Valuation Date: The last day of each calendar month, or
any other date designated from time to time by the Plan Manager
(including bi-weekly valuations, to the extent practicable), for
determining the value of a Participant's account for all purposes
under the Plan, including the determination of amounts available
for loans, withdrawals, and distributions.
2.32 Valuation Price: The average weekly sales price for
Common Stock allocated to Participants' accounts sold on the New
York Stock Exchange (NYSE) preceding the Date of Distribution for
such shares. When no sales of Participant shares has occurred, the
Valuation Price is the closing NYSE market price immediately
preceding the Date of Distribution.
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ARTICLE III. ELECTION OF PARTICIPATION
3.1 Election to Participate: An Eligible Employee may elect
to participate in the Plan by giving written notice to the Plan
Manager on or before the day on which such Eligible Employee's
participation is to commence. Such Eligible Employee's
participation will commence as of the first day of the pay period
which begins following the date the Employer receives the notice.
3.2 Election Authorization: The notice of election to
participate under Section 3.1 shall authorize either (a) an
Eligible Earnings deferral election as permitted under Section 4.1
or (b) a payroll deduction election as permitted under Section 4.2.
Such notice may also authorize additional contributions under the
provisions of Section 4.3.
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ARTICLE IV. EMPLOYEE DEFERRALS AND CONTRIBUTIONS
4.1 Deferrals: Subject to the applicable limitations of
Article XII, a Participant may elect on a form provided by the
Employer to defer receipt on a pre-tax basis of 1, 2, 3, 4, 5 or 6
percent of Eligible Earnings under the Plan, such amount to be
contributed to his account under the Plan. Such Deferral
contributions shall be contributed to the Trust by the Employer as
soon as practicable after amounts are subject to deferral, but in
all events all such contributions for any Plan Year shall be
contributed within 90 days of the date such amounts would otherwise
be paid to the Participant in cash.
4.2 Regular Contributions: Subject to the applicable
limitations of Article XII, instead of electing to defer receipt of
a portion of his Eligible Earnings under Section 4.1, a Participant
may elect on a form provided by the Employer to contribute to the
Plan, by means of payroll deductions on an after-tax basis, 1, 2,
3, 4, 5 or 6 percent of Eligible Earnings, such amount to be
contributed to his account under the Plan.
4.3 Additional Contributions: Subject to the applicable
limitations of Article XII, if a Participant has elected to defer
receipt of a portion of his Eligible Earnings under Section 4.1 or
has elected to make Regular Contributions under Section 4.2, he may
authorize, on a form provided by the Employer, Additional
Contributions of whole percentages from 1 percent to 9 percent of
Eligible Earnings, which Additional Contributions may be made in
the form of Deferrals on a pre-tax basis under Section 4.1 or
Regular Contributions on an after-tax basis under Section 4.2.
Such Additional Contributions shall not be considered in
determining the amount of Employer Contributions.
4.4 Changes in Contributions: Effective January 1, 1989, a
Participant may change his contribution election under Sections
4.1, 4.2, and 4.3 as of the first day of the Plan Year which begins
following the date the Plan Administrator receives a notice of
change. Notice of any such change shall be given on a form to be
provided by the Employer, signed by the Participant, and delivered
to the Employer at least sixty (60) days before the first Plan Year
affected by the change.
4.5 Suspension of Contributions: A Participant may suspend
Deferrals, Regular Contributions or Additional Contributions by
giving written notice on a form provided by the Employer at least
ten days before the start of the first payroll period affected by
the suspension. On any pay day on which a deduction would normally
be made from a Participant's Eligible Earnings, the deduction will
be automatically suspended without notice if his net Eligible
Earnings due on such pay day is insufficient to permit the
deduction to be made in full.
A Participant whose Deferrals, Regular Contributions or
Additional Contributions have been suspended may resume
contributions by executing a new authorization with his Employer.
The authorization shall be effective as soon as it is
administratively feasible.
4.6 Rounding of Amounts: Amounts of payroll deductions may
be rounded or determined on a bracket basis in a manner determined
by the Plan Manager for the purpose of facilitating administration
of the Plan.
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ARTICLE V. EMPLOYER CONTRIBUTIONS
5.1 Employer Contributions: Subject to the applicable
limitations of Article XII, each Employer shall contribute, out of
current or accumulated earnings as determined under generally
accepted accounting principles and practices or from other sources
of funds without regard to current or accumulated profits, on
behalf of each of the Participants in its employ an amount equal to
one hundred percent of all Deferrals and Regular Contributions
under the provisions of Sections 4.1 and 4.2, to the extent such
contributions, when combined, do not exceed six percent (6%) of
Eligible Earnings. Employer Contributions will be made as soon as
practicable after the end of each month. No Employer Contributions
will be made with respect to Additional Contributions pursuant to
Section 4.3.
5.2 Corrective Contributions/Reallocations: If, with respect
to a Plan Year, an administrative error results in a Participant's
accounts not being properly credited with the amounts of Deferrals,
Regular Contributions, Additional Contributions, or Employer
Contributions, or earnings on any such amounts, corrective Employer
contributions or account reallocations may be made in accordance
with this Section. Solely for the purpose of placing any affected
Participant's account in the position that it would have been in if
no error had been made, the Company may make additional
contributions to such Participant's accounts, or the Committee may
reallocate existing Contributions among the accounts of affected
Participants.
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ARTICLE VI. PLAN INVESTMENTS
6.1 Employee Deferrals, Regular Contributions, and Additional
Contributions: Effective November 1, 1988, all Deferrals, Regular
Contributions, and Additional Contributions made during any Plan
Year shall be invested entirely in Common Stock.
6.2 Employer Contributions: Employer Contributions under
Article V shall be invested in Common Stock.
6.3 Investments: All Deferrals, Regular Contributions,
Additional Contributions, and Employer Contributions shall be
transferred to the Trustee for investment in Common Stock. The
Trustee may, in its sole discretion, keep such amounts of cash and
cash equivalents as it shall deem necessary or advisable pending
investment or reinvestment in Common Stock.
All funds which are to be invested in Common Stock shall be
pooled and so invested each month and shall be proportionately
allocated to the account of each Participant on whose behalf such
purchase is made.
The Trustee shall purchase shares of Common Stock in the open
market or in privately negotiated transactions, or alternatively
from SCANA Corporation holdings of authorized but unissued stock or
of treasury stock as this latter alternative may be directed by
SCANA Corporation in its sole discretion.
(a) Where SCANA Corporation directs that authorized but
unissued shares be acquired by the Trustee from SCANA
Corporation, the pricing of these original issue shares
will be determined as follows:
(1) Employee Deferrals and Regular Contributions:
Shares will be purchased at the closing NYSE market
price on the last business day of the month in which
the contributions were made.
EX: Contributions from the 01/14/94 payroll will
purchase at the closing NYSE market price on
01/31/94.
(2) Employer Contributions:
Shares will be purchased at the closing NYSE market
price on the last business day of the month for which
the contributions are effective.
EX: Employer Contributions matching the 01/14/94 and
01/28/94 payrolls will purchase at the closing
NYSE market price on 01/31/94.
(3) Loan Principal and Interest Repayments:
Shares will be purchased at the closing NYSE market
price on the last business day of the month in which
the repayments were collected.
EX: Loan repayments received with the 01/14/94 and
01/28/94 payrolls will purchase at the closing
NYSE market price on 01/31/94.
(4) Dividend Income:
Shares will be purchased at the closing NYSE market
price on the last business day of the month
immediately preceding the dividend payment date.
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<PAGE>
EX: Dividend income for the 01/01/94 dividend will
purchase at the closing NYSE market price on
12/31/94.
(5) Contribution Interest Income:
Shares will be purchased at the closing NYSE market
price on the last business day of the month in which
the interest was posted.
EX: Contribution interest income posted 01/03/94
will purchase at the closing NYSE market price
on 01/31/94.
(6) Dividend Interest Income:
Shares will be purchased at the closing NYSE market
price on the last business day of the month
immediately preceding the next dividend payment date.
EX: Dividend interest income associated with the
07/01/94 dividend will purchase at the closing
NYSE market price on 09/30/94.
For each of items 1 through 6 above, in the event the
payday or last business day of the month referenced
therein is not a trading date, the closing NYSE
market price for the immediately preceding trading
date will establish the purchase price per share.
(b) Effective August 3, 1991, the Trustee shall, directly or
via an agent, sell Participant shares in the open market
on the NYSE in accordance with Article VIII of the Plan,
to provide funds for cash-option withdrawals or
distributions, and for fractional-share cash outs
associated with either cash-option or share withdrawals
or distributions. Shares existing in the account at the
time the withdrawal or distribution request is received
will be sold in the open market. Shares posted to the
account during termination processing, due to receipt of
final contributions, loan repayments and/or earnings,
will be purchased by the Plan at the Valuation Price.
(c) Effective August 3, 1992, the Trustee shall, directly or
via an agent, sell Participant shares in the open market
on the NYSE in accordance with Article IX of the Plan to
provide funds to borrowing Participants as loan
disbursements.
(d) The purchase prices of shares per items (a) through (c)
above shall be averaged each month to determine a monthly
per share value for allocating shares to the individual
accounts.
(e) In circumstances where the Trustee purchases shares of
Common Stock in the open market or in privately
negotiated transactions, the Trustee shall acquire the
shares at such prices and on such terms as the Trustee
shall in its sole discretion determine. The purchase
prices of the shares so acquired shall be averaged each
month to determine a monthly per share value for
allocating shares to the individual accounts.
(f) In certain months the determination of a monthly per
share value for purposes of allocating shares to
individual accounts may involve the averaging of share
prices obtained in both items (d) and (e) above. Common
Stock purchased by the Trustee shall be carried in the
Participant's accounts at the cost thereof to the
26
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Trustee, after deducting taxes and brokerage commissions,
if any. Contributions made before November 1, 1988,
which are to be invested in obligations of the United
States Government shall, to the extent practicable, be
invested in Series EE Savings Bonds and registered either
in the name of the Participant or in the name and title
of the Trustee. Purchases of such bonds shall be made by
the Trustee each time the Participant's savings are
sufficient to do so. The interests of Participants in
Series EE Savings Bonds registered in the name and title
of the Trustee shall be credited by the Trustee to the
accounts of the respective Participants in the manner
prescribed by the regulations of the United States
Treasury Department relating to Series EE Savings Bonds.
6.4 Earnings: Dividends on Common Stock shall be invested in
such stock. Interest on obligations of the United States shall be
reflected in the redemption value of such obligations.
6.5 Uninvested Cash: Any uninvested cash in the account of
a Participant at the end of a Plan Year may be carried over to the
next Plan Year, if the Employee continues as a contributing
Participant, and then invested.
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ARTICLE VII. INVESTMENT ACCOUNTS
7.1 Separate Accounts: Separate accounts for each
Participant for each Plan Year shall be set up to reflect the form
and source of investment (Deferrals, Regular Contributions,
Additional Contributions and Employer Contributions). The
Committee shall establish a separate account for each Participant
to which shall be credited the Participant's allocable share of:
(a) Deferrals under Sections 4.1 and 4.3 (including any
Qualified Nonelective Contributions treated as Salary
Deferral Contributions under Section 12.10(d)) made on
his or her behalf and the earnings and losses thereon,
which separate account shall take into account gains,
losses, withdrawals, and other credits or charges
attributable to such amounts in accordance with the
requirements of Treas. Reg. 1.401(k)-1(e)(3) and any
further guidance issued thereunder;
(b) Regular Contributions under Sections 4.2 and 4.3 made by
a Participant and the earnings and losses thereon; and
(c) Employer Contributions under Article V (including any
Qualified Nonelective Contributions treated as Employer
Contributions under Section 12.11(c)) made on his behalf
and the earnings and losses thereon.
Amounts allocated to a Participant's accounts for a Plan Year
may be consolidated with amounts allocated for earlier Plan Years
two years after the Plan Year has ended. Original investments and
income therefrom shall be reflected separately in such accounts.
7.2 Account Information: Shares of Common Stock shall be
accounted for on the bases of both numbers of shares and cost of
the shares to the Trustee. Obligations of the United States
purchased before November 1, 1988, shall be accounted for on a cost
basis.
7.3 Applicable Valuation Date: Whenever a distribution or
withdrawal by a Participant is made, the amount paid to the
Participant shall be based on the value of his or her accounts as
of the Valuation Date determined in accordance with Article VIII.
Whenever a loan to a Participant is made, the amount of such loan
shall be based on the value of his or her accounts as of the
Valuation Date determined in accordance with Article IX.
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ARTICLE VIII. WITHDRAWALS/DISTRIBUTIONS
8.1 Withdrawals Before Termination of Employment:
(a) Effective July 1, 1994, a Participant may elect at
any time during the Plan Year to make withdrawals
from his accounts in the order set forth in the
list below. Except as provided in Sections 8.1(b)
and (c), such withdrawals may not be made from any
account until all accounts previously listed have
been exhausted.
(1) An amount equal to all or part of the
Participant's before-1987 Regular Contributions
made to his account under Section 4.3 to the
extent required to exhaust such amounts.
(2) An amount equal to all or part of the
Participant's before-1987 Regular Contributions
made to his account under Section 4.2 to the
extent required to exhaust such amounts;
provided, however, that if the value of all
amounts attributable to Regular Contributions
plus earnings thereon is less than the net
amount of before-1987 Regular Contributions, no
more than such value may be withdrawn.
(3) An amount equal to or part of the remaining
amounts allocated to the Participant's Regular
Contributions accounts under Section 4.3.
(4) An amount equal to all or part of the remaining
amounts allocated to the Participant's Regular
Contribution accounts under Section 4.2.
(5) If the Participant is credited with at least 60
months of participation in the Plan, an amount
equal to all or part of the amounts allocated
to his Employer Contributions account.
(6) If the Participant is credited with less than
60 months of participation in the Plan, an
amount equal to all or part of the amounts
allocated to his Employer Contributions account
which have been so allocated for at least two
years following the close of the Plan Year of
contribution.
(b) A Participant may at any time after reaching age 59 1/2 and
after having exhausted the amounts described in Section
8.1(a)(1) through (4) elect to make withdrawals from his
Deferral Account. The Participant, in application for
such withdrawal, shall include evidence of the
Participant's age and a statement of any other facts
required by the Plan Manager.
(c) Hardship Withdrawals: A Participant may request a
withdrawal from his Deferral account in the order set
forth in Section 8.1(e) if he suffers a hardship.
Effective January 1, 1989, a hardship will be determined
by the Plan Manager to exist if the withdrawal is
necessary in light of an immediate and heavy financial
need of the Participant, and if funds to alleviate such
financial need are not reasonably available from other
resources, including those assets of the Participant's
spouse and minor children (not to include any property
held under the Uniform Gifts to Minors Act) that are
reasonably available to the Participant. A withdrawal is
deemed to be on account of an immediate and heavy
financial need of the Participant and will be permitted
under this Plan, only if the withdrawal is for:
(1) Expenses for medical care described in Code
Section 213(d) previously incurred by the
Participant, the Participant's spouse, or any
dependents of the Participant (as defined in Code
Section 152) or necessary for these persons to
obtain medical care prescribed in Code Section
213(d);
29
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(2) Costs directly related to the purchase of a
principal residence for the Participant (excluding
mortgage payments);
(3) Payment of tuition and related educational fees
for the next 12 months of post-secondary education
for the Participant, or the Participant's spouse,
children, or dependents (as defined in Code
Section 152);
(4) Payments necessary to prevent the eviction of the
Participant from the Participant's principal
residence or foreclosure on the mortgage on that
residence; or
(5) Any other deemed need as may be authorized by the
Commissioner of the Internal Revenue Service
through the publication of Revenue Rulings,
Notices, or other documents of general
applicability.
A financial need may be immediate and heavy even
if it was reasonably foreseeable or voluntarily
incurred by the Participant. The determination of
whether any such immediate and heavy financial
need exists shall be based upon a
nondiscriminatory, objective review of all
relevant facts and circumstances by the Plan
Manager.
(d) Hardship withdrawals shall be carried out under the
following rules:
(1) The withdrawal date and eligible withdrawal amount
(excluding post 1988 earnings) shall be fixed by the
Plan Manager after application by the Participant
under procedures approved by the Committee.
(2) The application for withdrawal shall include a signed
notarized statement of the facts causing financial
hardship and any other facts required by the Plan
Manager. The application will state that the
Participant's need can not be relieved through any
other resources such as reimbursement or compensation
by insurance or otherwise, reasonable liquidation of
assets available to the Participant as noted in
Subsection (c) above to the extent such liquidation
would not cause an immediate and heavy financial
need, stopping deferrals or after-tax employee
contributions, or other distributions or nontaxable
loans from plans maintained by the Employer or any
other employer, or by borrowing from commercial
sources on reasonable terms.
(3) The Plan Manager may delay, upon circumstances of
reasonable cause, payment of an approved withdrawal
to permit a special valuation, to permit liquidation
of necessary assets or for other pertinent reasons.
(4) Accounts shall be adjusted as of the last regular or
special Valuation Date on or before the withdrawal
unless the Plan Manager elects to have a special
Valuation Date, which will then control.
(5) The withdrawal may not be in excess of the amount of
the immediate and heavy financial need of the
Participant. The amount of an immediate and heavy
financial need may include any amounts necessary to
pay any federal, state, or local income taxes or
penalties reasonably anticipated to result from the
distribution.
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(6) The Participant must obtain all withdrawals, other
than hardship withdrawals, and all nontaxable loans
currently available under all plans maintained by the
Employer, including nonqualified plans of the
Employer, before a hardship withdrawal will be
allowed. Notwithstanding the foregoing, if taking
such a nontaxable loan would not alleviate the
financial hardship for the Participant or if
repayment of such a loan would cause the Participant
to incur a financial hardship, taking of such a loan
shall not be required.
(7) After the Participant receives his hardship
withdrawal, the Plan Manager will suspend his
employee contributions to this Plan (to include all
Deferrals, Regular Contributions and Additional
Contributions) and shall cause his employee
contributions to be suspended as to any other plan of
deferred compensation, qualified or nonqualified (but
not including any health or welfare benefit plan),
maintained by the Employer for a period of 12 months,
and the Participant will consent to this suspension
in writing on a form to be furnished by the Plan
Manager.
(8) The Participant's $7,000 (indexed) annual limitation
on his Deferrals, as imposed by Code Section 402(g)
and provided for in Section 12.9 of the Plan (Maximum
Amount of Deferrals), for the Plan Year following the
Plan Year in which he received his hardship
withdrawal will be reduced by the amount of the
Deferrals that he made during the Plan Year in which
he received his hardship withdrawal.
(e) Hardship Withdrawals shall be charged in the following
order:
(1) Deferral Accounts under Section 4.3.
(2) Deferral Accounts under Section 4.1.
8.2 Frequency of Withdrawal: A Participant may make a
withdrawal under Section 8.1(a) or 8.1(b) once in any six month
period.
8.3 Form of Withdrawal: Effective October 11, 1991,
withdrawals may be in kind (Common Stock or obligations of the
United States), except for (a) uninvested cash, and (b) cash for
fractional shares in accordance with Section 8.10, or may in the
alternative at the written election of the Participant be wholly in
cash with respect to SCANA Corporation Common Stock only, the cash
alternative to be based on the Valuation Price.
Effective August 3, 1992 regarding the cash-option
alternative, the Trustee shall, directly or via an agent, sell
Participant shares of Common Stock in the open market on the NYSE;
the number of shares to be sold in the open market and the
authorization for such sale shall be specified on form(s) approved
by the Plan Manager, who shall directly or via duly designated
Company employee(s) review the same, and following approval, direct
the Trustee to carry out the sale of shares indicated. The
Participant shall bear all risk of a declining market price to the
time of sale, and the sales commissions and any transactional taxes
inherent to the sale and payable at such time shall be charged to
the Participant's account and paid from the sales proceeds, the net
amount being distributable.
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8.4 Notice of Withdrawal: Notice of withdrawal must be given
by a Participant in writing at least sixty (60) days (or such
lesser number of days as the Committee may specify) prior to the
date of withdrawal. Such notice must be given to the Plan Manager
on a form provided by the Plan Manager for such purpose specifying
that the Participant elects a withdrawal option set forth in
Section 8.1. Subject to Section 8.14 (Direct Rollover
Distributions), payment pursuant to such notice shall be made as
soon as practicable upon receipt by the Employer. Notwithstanding
the foregoing, no withdrawal may be made under this Article VIII by
a Participant during the period in which the Committee is making a
determination of whether a domestic relations order affecting the
Participant's account is a qualified domestic relations order,
within the meaning of Section 414(p) of the Code. Further, if the
Committee is in receipt of written notice that a qualified domestic
relations order affecting a Participant's account is being sought,
it may prohibit such Participant from making a withdrawal under
this Article VIII until a final determination with respect to such
order has been made (or a determination has been made that such
order will not be submitted within a reasonable period of time
after the Committee was notified of such an order). Finally, if
the Committee is in receipt of a qualified domestic relations order
with respect to any Participant's account, it may prohibit such
Participant from making a withdrawal under this Article VIII until
the alternate payee's rights under such order are satisfied.
DISTRIBUTIONS
8.5 Distribution on Termination of Employment or Disability:
In the event of Termination of Employment of a Participant or the
Participant's Disability, he shall be eligible to receive, in a
single sum, the balance of shares of Common Stock in his entire
account, in cash or in kind, subject to the remaining provisions of
this Article VIII.
8.6 Distribution on Death: If a Participant's employment
with an Employer is terminated by reason of death, or the
Participant's death occurs after Termination of Employment and
before a distribution of his account has been made, the entire
balance of shares of Common Stock credited to the Participant's
account shall be distributed to the Participant's Beneficiary in a
single sum, in cash or in kind, as determined under Section 8.9.
Such distribution shall be made as soon as practicable after the
Participant's death and in no event later than 60 days after the
close of the Plan Year in which that death occurs. In the case of
distributions to surviving Spouses, the direct rollover provisions
of Section 8.14 shall apply.
8.7 Promptness of Distribution: If the market value of the
Common Stock allocated to a Participant's account does not exceed
$3,500, determined as of the Valuation Date coincident with or
immediately following his Termination of Employment, a distribution
of the amounts allocated to his account shall be made to him as
soon as practicable thereafter. If the market value of the Common
Stock allocated to a Participant's account exceeds $3,500,
determined as of the Valuation Date coincident with or immediately
following his Termination of Employment, a distribution of the
amounts allocated to his account shall be made to him as soon as
practicable after he consents to the distribution in writing and on
a form provided by the Committee to receive a distribution of the
Participant's account. If such a Participant terminates employment
before age 65 and fails to consent to a distribution as soon as
practicable after his Termination of Employment, such a
distribution may be made upon the Participant's request in which
case, the distribution will be determined as of the Valuation Date
coincident with or immediately following such Participant consent.
In all events, however, distribution shall be made as soon as
practicable after the earlier of his attainment of age 65 or death
and in no event later than 60 days after the Plan Year in which the
earlier of his attainment of age 65 or death occurs.
Notwithstanding the foregoing, all distributions shall be made in
accordance with the remaining provisions of this Article VIII.
8.8 Amount of Distribution: A distribution from a
Participant's account shall include all amounts vested under
Article X.
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8.9 Form of Distribution: Distributions may be in kind
(SCANA Corporation Common Stock or obligations of the United
States), except for (a) uninvested cash, and (b) cash for
fractional shares in accordance with Section 8.10, or may in the
alternative at the written election of the Participant (or of the
surviving spouse or other beneficiary in the event of death) be
wholly in cash with respect to Common Stock. Effective August 3,
1992, to effectuate the cash alternative, the Trustee shall,
directly or via an agent, sell Participant shares in the open
market on the NYSE; the Participant shall bear all risk of a
declining market price to the time of sale, and the sales
commissions and any transactional taxes inherent to the sale and
payable at such time shall be charged to the Participant's account
and paid from the sales proceeds, the net amount being
distributable. The number of shares to be sold in the open market
and the authorization for such sale shall be specified on form(s)
approved by the Plan Manager, who shall directly or via duly
designated Company employee(s) review the same, and following
approval, direct the Trustee to carry out the sale of shares
indicated. However, in those circumstances where, subsequent to
termination processing due to receipt of amounts attributable to
final contributions and/or allocated earnings, there are amounts
that were not previously recognized, such amounts shall be paid in
cash.
8.10 Fractional Shares: No fractional shares of Common Stock
shall be distributed. The amount of cash for fractional shares
shall be based on the Valuation Price of the stock as of the Date
of Distribution.
Any fractional share associated with a Participant's requested
cash-option or share-option Withdrawal or Distribution will either
be valued and purchased by the Trustee on behalf of the Plan at the
appropriate Valuation Price, or, depending upon the circumstances,
may be sold on the NYSE in aggregation with the fractional shares
of other similarly situated Participants as part of some whole
number of shares with the net proceeds allocated among the
respective Participants.
8.11 Limitations on Commencement of Benefits:
(a) Required Benefit Commencement -- In General. Unless the
Participant elects otherwise, the payment of the
Participant's benefits will not commence later than the
60th day after the end of the Plan Year in which occurs
the latest of the date when: (1) the Participant reaches
age 65; (2) the tenth anniversary of the date the
Participant commenced participation in the Plan; or (3)
the Participant's employment termination date.
(b) Minimum Required Distributions After Age 70 1/2:
(1) Notwithstanding any other provision of the Plan, at
the Participant's election, each Participant's entire
interest in the Plan will be distributed, or minimum
distribution of a Participant's interest in the Plan
will commence, no later than the April 1 following
the calendar year in which the Participant reaches
age 70 1/2 (the "required beginning date"), whether or
not the Participant has then terminated employment.
In the absence of any election by the Participant,
minimum annual distributions will commence to be paid
no later than the required beginning date. In
accordance with Code Section 401(a)(9) and the
regulations thereunder, a minimum distribution shall
be in an annual minimum amount calculated with
respect to the period of the life expectancy of the
Participant.
(2) Life expectancy will not be recalculated annually for
purposes of determining required minimum distribution
amounts for any such minimum distribution required to
be made on and after the required beginning date.
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(3) Computation of a required minimum distribution amount
shall take into account the applicable incidental
benefit requirements of Code Section 401(a)(9) and
the regulations thereunder.
(4) Any other applicable provisions concerning minimum
required distributions as are prescribed by Code
Section 401(a)(9) and the regulations issued
thereunder shall also be complied with and are hereby
incorporated by reference.
(5) In the event that a Participant dies after minimum
required distributions have begun to be made, the
balance credited to the Participant's account will be
distributed in accordance with the procedure of
Section 8.6 of the Plan.
8.12 Employee Transfers from the Employer to a Controlled
Group Member: A transfer by a Participant from the Employer to
another Controlled Group Member which has not adopted this Plan
shall not affect his Participation under this Article VIII of the
Plan, nor, for purposes of the Plan, shall it be deemed to be a
Termination of Employment.
8.13 Distributions with Respect to Qualified Domestic
Relations Orders: Distributions may be made in accordance with the
terms of a Qualified Domestic Relations Order ["QDRO," as defined
by Code Section 414(p)], to an Alternate Payee [as defined by Code
Section 414(p)(8)] in the form of distribution otherwise provided
for under this Article VIII with respect to a Participant. In all
events, immediate distributions may be made pursuant to the terms
of a QDRO even before the Participant has attained "earliest
retirement age," as defined in Code Section 414(p). Further, if
the Committee is in receipt of written notice that a QDRO affecting
a Participant's account is being sought, it may prohibit such
Participant from commencing to receive a distribution until a final
determination with respect to such order has been made (or a
determination has been made that such order will not be submitted
within a reasonable period of time after the Committee was notified
of such an order). The amount payable to the Participant and to
any other person other than the alternate payee named in the order
shall be adjusted accordingly.
8.14 Direct Rollover Distributions:
(a) At the written request of a Participant, a surviving
Spouse of a Participant, or a Spouse or former Spouse of
a Participant that is an alternate payee under a
Qualified Domestic Relations Order, under Section 8.14
(referred to as the "distributee") and upon receipt of
the written direction of the Committee or its designee,
the Trustee shall effectuate a Direct Rollover
Distribution of the amount requested by the distributee,
in accordance with Section 401(a)(31) of the Code, to an
eligible retirement plan (as defined in Section
402(c)(8)(B) of the Code). Such amount may constitute
all or any whole percent of any distribution from the
Plan otherwise to be made to the distributee, provided
that such distribution constitutes an "eligible rollover
distribution" as defined in Section 402(c) of the Code
and the regulations and other guidance issued thereunder.
All Direct Rollover Distributions shall be made in
accordance with the following Subsections 8.14(b) through
8.14(h).
(b) A distributee may not elect to have a Direct Rollover
Distribution made to more than one eligible retirement
plan.
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(c) Direct Rollover Distributions shall be made, in
accordance with such forms and procedures as may be
established by the Committee, in shares of Common Stock
otherwise distributable under the Plan to the
distributee, with cash for fractional shares of Common
Stock, which shares shall be registered in a manner
necessary to effectuate a direct rollover under Section
401(a)(31) of the Code; provided, however, that the
distributee may request that such Direct Rollover
Distribution be made entirely in cash in the manner
described above and in accordance with the terms of the
Plan governing cash distributions in this Article VIII.
(d) No amounts of Regular Contributions under Sections 4.2 or
4.3 may be distributed to an eligible retirement plan
through a Direct Rollover Distribution.
(e) No Direct Rollover Distribution shall be made unless the
distributee furnishes the Committee with such information
as the Committee shall require and deems to be
sufficient.
(f) A distributee may elect to divide an eligible rollover
distribution into two components, with one portion paid
as a Direct Rollover Distribution and the remainder paid
to the distributee, provided that such division of
payments shall be permitted only if the amount of the
Direct Rollover Distribution is at least equal to $500.
(g) No Direct Rollover Distributions shall be permitted
unless the amount of the distribution exceeds $200.
(h) Direct Rollover Distributions shall be treated as all
other distributions under the Plan and shall not be
treated as a direct trustee-to-trustee transfer of assets
and liabilities.
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ARTICLE IX. LOANS TO PARTICIPANTS
9.1 Amount of Loan: Loans from the Plan may be made to all
Participants and Beneficiaries who are "parties in interest" within
the meaning of Section 3(14) of the Employee Retirement Income
Security Act of 1974, as amended. Such individuals are referred to
herein as "Eligible Borrowers." An Eligible Borrower may request
a loan from his Deferral, Regular and Additional Contribution
accounts, including increments attributable to earnings thereon.
The Plan Manager shall, in the exercise of uniform and
nondiscriminatory procedures, grant such loan request where the
requested loan amount when added to the outstanding balance (if
any) of all other loans to the Eligible Borrower from this Plan,
does not exceed the lesser of:
(a) $50,000 reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan to the
Eligible Borrower during the 1-year period ending on the
day before the date on which the latest such loan is
made, over the outstanding balance of loans from the Plan
to the Eligible Borrower on the date on which the latest
such loan is made, or
(b) one-half of the present value of the Eligible Borrower's
entire interest in the Plan,
except that an Eligible Borrower's application for a loan to
acquire his principal residence must evidence compliance with Code
purposes and provisions as indicated in Section 9.2(c).
9.2 Terms of Loan: In addition to such rules and regulations
as the Committee may adopt, all loans shall comply with the
following terms and conditions:
(a) An application for a loan by an Eligible Borrower shall
be made in writing to the Plan Manager.
(b) The period of repayment for any loan, except as set forth
in Subsection (c) below, shall be arrived at by mutual
agreement between the Plan Manager and the borrower. The
terms of each loan shall require repayment on a
substantially level amortization basis (with payments not
less frequently than quarterly) over a period not to
exceed five (5) years except as may otherwise be
applicable with respect to an approved leave of absence
without pay per Subsection (d) below or as otherwise
provided in Subsection (c) below.
(c) Notwithstanding the above, the period of repayment for
any loan used to acquire the principal residence of an
Eligible Borrower shall be arrived at by mutual agreement
between the Plan Manager and the borrower. The applying
Eligible Borrower shall provide such documentation as
shall be required in the discretion of the Plan Manager
to assure compliance with Code purposes for principal
residence acquisition loans where the Eligible Borrower
is seeking a loan term greater than five (5) years. The
Plan Manager shall not approve such loan for a term
greater than five (5) years where Code compliance is not
evidenced.
(d) Loan Payment Suspension During Approved Leave of Absence
without Pay.
(1) The level amortization requirement does not apply to
a period of up to one year during which the Eligible
Borrower is on a leave of absence without pay which
has been properly approved by the Employer of the
Eligible Borrower. However, interest shall continue
to accrue during such period of nonpayment. Except
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as otherwise provided below, if the Eligible Borrower
does not pay all of the interest accrued during the
period of leave promptly upon returning to work, the
loan shall be reamortized as a new, refinanced loan
(which may constitute a second refinancing of the
original loan as an exception to the one-refinancing
rule of Subsection (j)(1)) to establish a new level
payment schedule over the remaining period of the
original loan term as reduced by the period of leave
using the loan balance inclusive of the unpaid
accrued interest amounts; if the Eligible Borrower
does promptly upon returning to work pay all interest
accrued during the period of leave, a revision of
payment amounts and due dates to assure compliance
with the applicable loan term limitation may yet
require refinancing.
(2) The period of a leave of absence without pay shall
not extend the term of the loan, as based upon the
date of the original loan, beyond the term
limitations noted with respect to refinancing
Subsection (j)(3)(C). Thus, in the circumstance
where it is reasonably anticipated that the period of
a leave of absence without pay would terminate at,
after or within 6 months before the expiration of the
applicable loan term limitation, the Eligible
Borrower will be required to continue making payments
according to the initial level amortization schedule
during the period of leave.
(e) Effective January 1, 1992, each loan shall be made
against collateral which must include, but need not be
limited to, that portion of the borrower's Deferral,
Regular and Additional Contribution Accounts to the
maximum extent of 50 percent of his entire interest in
the Plan supported by the borrower's collateral
promissory note payable to the Plan.
(f) Each loan shall bear interest at a reasonable rate
established by the Plan Manager. In determining such
interest rate, the Plan Manager shall take into
consideration interest rates being charged by banks or
other financial institutions for comparable loans at the
time the loan is made.
(g) The minimum loan amount shall be determined by the Plan
Manager but shall not be less than $500.
(h) Repayment of loans shall be made by payroll deduction.
An Eligible Borrower waives any right to discontinue
payroll deductions for loan payment purposes until the
promissory note is paid in full. Notwithstanding the
foregoing, an Eligible Borrower may prepay the entire
amount due under the loan at any time without penalty;
partial prepayments are not allowed.
(i) Effective August 3, 1992, an Eligible Borrower may have
two (2) loans from this Plan outstanding at a time, one
(1) of which may be a loan for the acquisition of the
Eligible Borrower's principal residence which has a term
greater than five (5) years.
(j) Effective August 3, 1992:
(1) Each loan may be refinanced one (1) time after
thirteen (13) scheduled payments have been made,
except as otherwise provided in Subsection (d)(1).
(2) Loans made prior to August 1, 1992 that have
previously been refinanced under Plan rules
applicable at the time will not be eligible for
refinancing on or after August 3, 1992.
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(3) (A) Loan refinancing will not extend the term of the
original loan, calculated from the original date
of the loan, so as to exceed the five (5) year
term limitation applicable to loans other than
to a loan used to acquire the principal
residence of the Eligible Borrower.
(B) The refinancing of a loan used to acquire the
principal residence of an Eligible Borrower will
not extend the term of the original loan,
calculated from the original date of the loan.
(4) (A) Refinancing shall not require that the Eligible
Borrower borrow any additional amount, except as
is inherent in the reamortization of a loan to
include unpaid interest following an approved
leave of absence without pay per Subsection
(d)(1) above.
(B) The refinancing of a loan used to acquire the
principal residence of an Eligible Borrower
shall not involve the borrowing of any
additional amount, except as is inherent in the
reamortization of a loan to include unpaid
interest following an approved leave of absence
without pay per Subsection (d)(1) above.
(k) (1) Assets in the Deferral, Regular and/or Additional
Contribution account(s) [prior to January 1, 1992,
Deferral account only] in an amount equal to the
amount of such loan shall be converted to cash, then
the amount of such loan shall be transferred to a
special loan account in the name of the Eligible
Borrower. As of the last day of each month following
the making of the loan and until the loan is repaid,
all payments of the loan, including interest, shall
be reallocated from the Eligible Borrower's loan
account and shall be reinvested in shares of Common
Stock.
(2) Effective August 3, 1992, the Company shall not time
the making of cash contributions to the Trustee for
the latter's purchase of loan shares from Eligible
Borrower accounts to provide funds for loan
disbursement. An Eligible Borrower shall specify
and authorize a whole-share amount from his
account -- first from Deferral Contributions, if
any, and then from Regular Contributions as
necessary -- to be sold in the open market on the
NYSE by or on behalf of the Trustee, after which the
proceeds, net of sales commissions and any related
transactional taxes inherent to the sale and payable
at such time, shall be treated as the loan amount,
and shall be so indicated in the promissory note
signed by the Eligible Borrower. The Eligible
Borrower shall bear all risk of a declining market
price to the time of sale. The number of shares to
be sold in the open market and the authorization for
such sale shall be specified on form(s) approved by
the Plan Manager, who shall directly or via duly
designated Company employee(s) review the same, and
following approval, direct the Trustee to carry out
the sale of shares indicated.
(l) Upon Termination of Employment or death, the outstanding
balance of the loan plus interest due must be repaid in
full before any distribution will be made to the Eligible
Borrower or the Eligible Borrower's Beneficiary. In the
absence of such repayment, the value of the Eligible
Borrower's account shall be reduced by the amount
outstanding on the loan and the net amount shall be
distributed to the Eligible Borrower or Beneficiary. The
Eligible Borrower's consent to the loan shall be treated
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<PAGE>
as a consent to a reduction in his account balance in the
event of a failure to repay such loan. The amount of
such account adjustment shall be treated as a
distribution under the Plan. Under no circumstances,
however, shall any unpaid loan be charged against an
Eligible Borrower's Account so long as he remains
employed by the Employer unless a distribution of
Deferrals could otherwise be made under Section 401(k) of
the Code and the regulations issued thereunder.
(m) Any scheduled loan payment shall be regarded as
delinquent upon the 15th day following the due date. If
substantially level repayments of an Eligible Borrower's
loan are not made at least quarterly, such loan shall be
treated as in default and the entire amount outstanding
on such loan shall become immediately due and payable.
In no event, however, shall a foreclosure on such loan
(by reduction of the Eligible Borrower's account balance)
occur earlier than the time permitted for distributions
under Section 401(k) of the Code and the regulations
issued thereunder. The foregoing provisions shall not
apply during the period of suspension of loan payments
during an Employer approved leave of absence without pay
which satisfies the provisions of Subsection (d) above.
(n) Notwithstanding anything herein to the contrary, no loans
may be made under this Article IX by an Eligible Borrower
during the period in which the Committee is making a
determination of whether a domestic relations order
affecting the Eligible Borrower's account is a qualified
domestic relations order, within the meaning of
Section 414(p) of the Code. Further, if the Committee is
in receipt of written notice that a qualified domestic
relations order affecting an Eligible Borrower's account
is being sought, it may prohibit such Eligible Borrower
from making a loan under this Article IX until a final
determination with respect to such order has been made
(or a determination has been made that such order will
not be submitted within a reasonable period of time after
the Committee was notified of such an order). If the
Committee is in receipt of a qualified domestic relations
order with respect to any Eligible Borrower's account, it
may prohibit such Eligible Borrower from making a loan
under this Article IX until the alternate payee's rights
under such order are satisfied. A domestic relations
order shall not be qualified if it attempts to assign to
an alternate payee an amount in excess of the non-loaned
portion of any Participant's account. No alternate payee
shall be eligible for a loan under this Plan unless the
alternate payee otherwise qualifies as an Eligible
Borrower as defined in Section 9.1.
9.3 Commencement of Loans: No loans shall be made under this
Article prior to January 1, 1987.
9.4 Employee Transfers from the Employer to a Controlled
Group Member: A transfer by an Eligible Borrower from the Employer
to another Controlled Group Member which has not adopted this Plan
shall not affect his Participation under this Article IX of the
Plan, nor, for purposes of the Plan, shall it be deemed to be a
Termination of Employment.
9.5 Specific Information: The Committee must adopt,
announce, and publish as part of this Plan, additional rules on
borrowing under the Plan that are not inconsistent with the
provisions of the Plan and this Section 9. These rules on the
administration of this Plan's loan program must include rules and
provisions on:
(a) the persons or positions authorized to assist in the
administration of the loan program;
(b) the procedure for applying for loans;
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<PAGE>
(c) the basis on which loans will be approved or denied;
(d) the limitations (if any) on the types and amounts of
loans offered;
(e) the procedure for determining a reasonable rate of
interest;
(f) the types of collateral that may secure a loan; and
(g) the events that constitute a default and the steps that
will be taken to preserve Plan assets in the event of
such default.
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ARTICLE X. VESTING
10.1 Vesting Prior to July 1, 1989: A Participant's
Deferral, Regular and Additional Contribution accounts shall be
fully vested and nonforfeitable at all times. Employer
Contributions made under Article V with respect to any Plan Year
and earnings thereon shall vest at the earliest of:
(a) The end of the second Plan Year following the Plan Year
for which the contributions were made,
(b) For Plan Years beginning after December 31, 1988,
attainment by the Participant of five years of service.
(c) Death of the Participant,
(d) Retirement under provisions of the SCANA Corporation
Retirement Plan,
(e) Commencement of payments for disability under the South
Carolina Electric & Gas Company Long-Term Disability
Plan,
(f) Termination or partial termination of the Plan or a
complete discontinuance of Employer Contributions, and
(g) Attainment by the Participant of age 65.
10.2 Vesting On and After July 1, 1989: Effective July 1,
1989, a Participant's Deferral, Regular and Additional Contribution
accounts (and earnings thereon) shall be fully vested and
nonforfeitable at all times. Employer contributions made under
Article V with respect to any Plan Year and earnings thereon shall
be fully vested and nonforfeitable at all times.
10.3 Employee Transfers from the Employer to a Controlled
Group Member: A transfer by a Participant from the Employer to
another Controlled Group Member which has not adopted this Plan
shall not affect his participation under this Article X of the
Plan, nor, for purposes of the Plan, shall it be deemed to be a
Termination of Employment.
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ARTICLE XI. FORFEITURES
11.1 Termination of Employment: Unless vested under Article
X, Employer Contributions and earnings thereon shall be forfeited
upon Termination of Employment.
11.2 Repayments: A reemployed Participant who received a
distribution from the Plan as a result of a Termination of
Employment and forfeited any Employer Contributions on account of
such prior distribution, may repay the full amount of the
distribution provided the Participant is reemployed before
incurring five consecutive Breaks in Service and repays the
distribution within five years of reemployment. All repayments and
forfeitures shall be credited to the Participant's Regular
Contribution account under Section 4.2 for the year of repayment.
All repayments shall be made in accordance with uniform rules
adopted by the Committee.
11.3 Lost Participants or Beneficiaries: If a Participant or
Beneficiary cannot be located by reasonable efforts of the
Committee within a reasonable period of time after the latest date
such benefits are otherwise payable under the Plan, the amounts in
the Participant's account shall be forfeited; provided, however,
that such forfeited amount shall be restored (without earnings) if,
at any time, the Participant or Beneficiary who was entitled to
receive such benefit when it first became payable shall, after
furnishing proof of their identity and right to make such claim to
the Committee, filed a written request for such benefit with the
Committee.
11.4 Application of Forfeitures: All amounts which are
forfeited under this Article may, at the election of the Committee,
be allocated in a non-discriminatory manner to the accounts of all
Participants or may be applied to reduce any subsequent
contributions of the Employer by which the Participant is employed
at the time of the forfeiture. If the Plan is terminated or if
Employer Contributions are completely discontinued, forfeitures
shall be credited ratably to the accounts of all Participants at
the time of termination or discontinuance of contributions. In all
cases, forfeitures shall be so applied no later than as of the end
of the Plan Year in which the forfeiture occurs.
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ARTICLE XII. LIMITATIONS ON CONTRIBUTIONS AND BENEFITS
12.1 Definition of Annual Additions: For purposes of the
Plan, Annual Addition shall mean the amount allocated to a
Participant's account during the Limitation Year that constitutes:
(a) Employer Contributions,
(b) Employee Contributions
(c) Forfeitures, and
(d) Amounts described in Sections 415(l)(1) and 419A(d)(2) of
the Code.
12.2 Maximum Annual Addition: The maximum Annual Addition
that may be contributed or allocated to a Participant's account
under the Plan for any Limitation Year shall not exceed the lesser
of:
(a) the Defined Contribution Dollar Limitation, or
(b) 25 percent of the Participant's Compensation, as defined
in Section 12.4.
12.3 Limitation on Annual Additions: If, notwithstanding the
foregoing provisions of Section 12.2, the limitations with respect
to Annual Additions prescribed hereunder are exceeded with respect
to any Participant and such excess arises as a consequence of the
allocation of forfeitures, a reasonable error in estimating the
Participant's compensation, a reasonable error in determining the
amount of Deferrals that may be made with respect to any individual
under the limits of Code Section 415, or under other limited facts
and circumstances that the Internal Revenue Service approves, the
excess amounts attributable to Deferrals may be returned to the
affected Participant to the extent necessary to reduce the excess
amounts in the Participant's Accounts. Such returned amounts shall
not be taken into account in applying the limitations of Section
12.10. To the extent excess amounts remain in the Participant's
Accounts,
(a) so much of the Participant's contributions which cause
the Participant's accounts to exceed the maximum Annual
Additions shall be returned to the Participant in the
following order:
(1) Regular Contributions under Section 4.3
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(2) Regular Contributions under Section 4.2, and
(b) to the extent excess amounts remain in the Participant's
Accounts, such excess shall be utilized to reduce future
Employer Contributions on behalf of the Participant for
the next succeeding Limitation Year and succeeding
Limitation Years as necessary. If the Participant is no
longer employed in such a succeeding Limitation Year,
such excess amounts will be held unallocated in a
suspense account which shall be used to reduce future
Employer Contributions on behalf of the other
Participants entitled to an allocation.
12.4 Definitions: For purposes of Section 12.2:
(a) Defined Contribution Dollar Limitation shall mean $30,000
or, if greater, one-fourth of the defined benefit dollar
limitation set forth in Section 415(b)(1) of the Code as
in effect for the Limitation Year.
(b) Compensation shall mean wages within the meaning of
Section 3401(a) of the Code (without regard to any rules
under Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the
employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2))
and all other payments of compensation to an Employee by
the Company (in the course of the Company's trade or
business) for which the Company is required to furnish
the Employee a written statement under Sections 6401(d),
6051(a)(3) and 6052 of the Code (a Form W-2), and shall
not include all amounts currently not included in the
Employee's gross income by reason of Sections 125 and
402(e)(3) of the Code.
(c) Limitation Year shall mean the Plan Year.
12.5 Special Rules:
(a) The Compensation limitation referred to in Section
12.2(b) shall not apply to:
(1) Any contribution for medical benefits (within the
meaning of Section 419A(f)(2) of the Code) after
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separation from service which is otherwise treated
as an Annual Addition, or
(2) Any amount otherwise treated as an Annual Addition
under Section 415(l)(1) of the Code.
(b) Recomputation Not Required. The Annual Addition for any
Limitation Year beginning before January 1, 1987 shall
not be recomputed to treat all Employee Contributions as
an Annual Addition.
(c) Adjustment of Defined Benefit Plan Fraction. If the Plan
satisfied the applicable requirements of Section 415 of
the Code as in effect for all Limitation Years beginning
before January 1, 1987, an amount shall be subtracted
from the numerator of the defined benefit plan fraction
(not exceeding such numerator) as prescribed by the
Secretary of the Treasury so that the sum of the defined
benefit plan fraction and defined contribution plan
fraction computed under Section 415(e)(1) of the Code (as
revised by this Section) does not exceed 1.0 for such
Limitation Year.
12.6 Limitation of Benefits and Contributions:
(a) If an Employee is or was a Participant in one or more
defined benefit plans and one or more defined
contribution plans maintained by the Employer, the sum of
the Defined Benefit Plan Fraction and his Defined
Contribution Plan Fraction (as defined herein) shall not
exceed 1.0 for any year. If the sum of the Defined
Benefit Plan Fraction and the Defined Contribution Plan
Fraction shall exceed 1.0 in any year for any Participant
in this Plan, the Employer shall adjust the numerator of
the Defined Benefit Plan Fraction so that the sum of the
Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction shall not be in excess of 1.0
in any year for such Participant in accordance with the
provisions set forth above, specifically incorporated by
reference thereto.
(b) For the purpose of this section, the term "Defined
Benefit Plan Fraction" for any year shall mean a
fraction, the numerator of which is the projected annual
benefit payable to a Participant as of the close of the
then current year under all plans maintained by the
Employer and the denominator of which is the lesser of:
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<PAGE>
(1) The product of 1.25 multiplied by the maximum dollar
limitation for the Plan Year concerned as provided
under Internal Revenue Code Section 415, or
(2) The product of 1.4 multiplied by the applicable
percentage of compensation limit as defined for this
purpose under Internal Revenue Code section 415.
(c) The term "Defined Contribution Plan Fraction" for any
year shall mean a fraction the numerator of which is the
aggregate amount of annual additions made to a
Participant's accounts under all plans maintained by the
Employer as of the close of the then current year and the
denominator of which is the sum of the lesser of the
following amounts determined for such year and for each
prior Year of Service with the Employer:
(1) The product of 1.25 multiplied by the maximum dollar
limitation for the Plan Year concerned as provided
under Internal Revenue Code Section 415, or
(2) The product of 1.4 multiplied by the applicable
percentage of Compensation limit as defined for this
purpose under Internal Revenue Code section 415.
12.7 Transitional Rule: At the Committee's election, with
respect to any year ending after December 31, 1982, the amount
taken into account in determining the Defined Contribution Plan
Fraction with respect to each Participant for all years ending
before January 1, 1983, shall be an amount equal to the product of
(a) and (b), where:
(a) Is the Defined Contribution Plan Fraction in effect for
the Plan Year ending in 1982, and
(b) Is the Transition Fraction.
"Transition Fraction" means a fraction the numerator of which
is the lesser of $51,874 or 1.4 multiplied by 25% of the
Compensation of the Participant for the year ending in 1981, and
the denominator of which is the lesser of $41,500 or 25% of the
Compensation of the Participant for the year ending in 1981.
If the plan is a Top-Heavy Plan, as defined by the Tax Equity
and Fiscal Responsibility Act of 1982, then $41,500 shall be
substituted for $51,874 in the numerator of the Transition
Fraction.
12.8 Effective Date: The provisions of the foregoing
Sections 12.1 through 12.7 shall become effective for Plan Years
beginning on and after January 1, 1987.
12.9 Maximum Amount of Deferrals: Effective January 1, 1987:
(a) In no event shall the aggregate of Deferrals under
Section 4.1 (including Additional Contributions made as
Deferrals under Section 4.3) and such other elective
deferrals as defined in Section 402(g)(3) of the Code
made on a Participant's behalf under the Plan and all
other qualified cash or deferred arrangements maintained
by the Company or any member of the Controlled Group with
respect to any calendar year exceed $7,000 (or such
higher dollar limit as may be in effect with respect to
such year in accordance with Section 402(g)(5) of the
Code and the regulations thereunder). Notwithstanding
the foregoing, the Committee shall be empowered to
prescribe such nondiscriminatory rules as it deems
necessary or advisable to facilitate the ease of
administration of this limit, including but not limited
to, permitting more frequent changes in contribution
rates than are otherwise permitted under Section 4.4.
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(b) Notwithstanding any other provision of the Plan, if the
aggregate of Deferrals (including Additional
Contributions made as Deferrals under Section 4.3) and
such other elective deferrals as defined in Section
402(g)(3) of the Code made on a Participant's behalf
under the Plan and all other qualified cash or deferred
arrangements maintained by the Company or any member of
the Controlled Group with respect to any calendar year
exceed $7,000 (or such higher dollar limit as may be in
effect with respect to such year in accordance with
Section 402(g)(5) of the Code and the regulations
thereunder), the Excess Deferral (as hereinafter defined)
and earnings thereon shall be distributed to the
Participant as soon as practicable after the Plan Manager
determines that the Excess Deferral was made, but no
later than the April 15 of the year following the
calendar year in which the Excess Deferral arose.
(c) Notwithstanding any other provision of the Plan, if the
aggregate of Deferrals (including Additional
Contributions made as Deferrals under Section 4.3) and
such other elective deferrals as defined in Section
402(g)(3) of the Code made on a Participant's behalf
under any other qualified cash or deferred arrangement
not maintained by the Company or any member of the
Controlled Group with respect to any calendar year exceed
$7,000 (or such higher dollar limit as may be in effect
with respect to such year in accordance with Section
402(g)(5) of the Code and the regulations thereunder),
the Excess Deferrals (as hereinafter defined) and
earnings allocable thereto may be distributed no later
than April 15 of the calendar year following the calendar
year of the deferral, to Participants who claim such
allocable Excess Deferrals for the preceding calendar
year.
(d) For purposes of this Section 12.9, "Excess Deferrals"
shall mean the amount of "elective deferrals" (within the
meaning of Section 402(g)(3) of the Code) for a calendar
year that are in excess of the applicable dollar
limitation under Section 402(g) of the Code and are
allocable to this Plan.
(e) For purposes of Section 12.9(c), a Participant's claim
shall be in writing; shall be submitted to the Plan
Manager no later than March 1 of the calendar year
following the calendar year in which the Excess Deferrals
were contributed; shall specify the Participant's Excess
Deferrals for the preceding calendar year; and shall be
accompanied by the Participant's written statement that
if such amounts are not distributed, such Excess
Deferrals, when added to amounts deferred under other
plans or arrangements described in Sections 401(k),
408(k), 403(b) or 501(c)(18) of the Code for the calendar
year, exceeds the limit imposed on the Participant under
Section 402(g) of the Code for such calendar year. In
the absence of such written notice, the amount of such
Excess Deferrals shall be subject to all limitations on
withdrawals and distributions applicable to Deferrals.
(f) The amount of Excess Deferrals that may be distributed
under this Section 12.9 with respect to any Participant
for any calendar year shall be reduced by the amount of
any Excess Deferral Contributions previously distributed
or recharacterized pursuant to Section 12.10, if any, for
the Plan Year, in accordance with regulations issued
under Section 402(g) of the Code. The Excess Deferrals
distributed to a Participant with respect to a year shall
be adjusted for earnings and losses for the Plan Year in
accordance with the provisions of Article VII and shall
in no event exceed the Participant's Deferral Account
under the Plan.
12.10 Non-Discrimination Limitation on Deferral
Contributions: Effective January 1, 1987:
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<PAGE>
(a) Notwithstanding any other provision of the Plan to the
contrary, the Plan Manager shall limit the amount of
Deferral Contributions made on behalf of each Highly
Compensated Employee for each Plan Year, to the extent
necessary to ensure that either of the following tests is
satisfied:
(1) the Actual Deferral Percentage (as hereinafter
defined) for the group of Highly Compensated
Employees who are eligible to participate in the Plan
is not more than the Actual Deferral Percentage of
all other Employees who are eligible to participate
in the Plan multiplied by 1.25; or
(2) the excess of the Actual Deferral Percentage for the
group of Highly Compensated Employees who are
eligible to participate in the Plan over that of all
other Employees who are eligible to participate in
the Plan is not more than two percentage points, and
the Actual Deferral Percentage for the group of
Highly Compensated Employees who are eligible to
participate in the Plan is not more than the Actual
Deferral Percentage of all other Employees who are
eligible to participate in the Plan multiplied by
2.0.
(b) If it is determined prior to any payroll period that the
amount of Deferral Contributions elected to be made
thereafter under Section 4.1 or Section 4.3 would cause
the limitation prescribed in this Section 12.10 to be
exceeded, the amount of Deferral Contributions allowed to
be made on behalf of Highly Compensated Employees shall
be reduced, notwithstanding the limitations on
contribution rate changes in Section 4.4. Except as is
hereinafter provided, the Participants to whom such
reduction is applicable and the amount of such reduction
shall be determined pursuant to such nondiscriminatory
rules as the Plan Manager shall prescribe.
(c) In addition to the reductions set forth in Subsection
12.10(b), if the limitations under Subsection 12.10(a)
are exceeded in any Plan Year, the Committee may, in
accordance with regulations issued under Section
401(k)(3) of the Code, authorize or require the
recharacterization of Excess Deferral Contributions as
Regular Contributions pursuant to Section 4.2 for the
Plan Year so that the limitations in that Plan Year are
not exceeded.
(d) To the extent such Deferral Contributions exceeding the
limitations under Subsection 12.10(a) are not
recharacterized, the Company may, in its discretion,
authorize the Employer to make Qualified Nonelective
Contributions to the accounts of certain Participants who
are not Highly Compensated Employees.
(e) To the extent the limitations under Subsection 12.10(a)
continue to be exceeded following such recharacterization
or making of Qualified Nonelective Contributions, if any,
the Excess Deferral Contributions made on behalf of
Highly Compensated Employees with respect to a Plan Year
and income allocable thereto for the Plan Year shall then
be distributed to such Highly Compensated Employees as
soon as practicable after the end of such Plan Year, but
no later than twelve months after the close of such Plan
Year. The amount of income allocable to Excess Deferral
Contributions for the Plan Year shall be determined in
accordance with the regulations issued under Section
401(k) of the Code and the provisions of Article VII.
The amount of Excess Deferral Contributions distributed
to any Participant under this subparagraph for any Plan
Year shall be reduced by any Excess Deferrals previously
distributed to such Participant pursuant to Section 12.9,
if any, for such Plan Year.
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<PAGE>
(f) The Plan Manager is authorized to implement rules under
which any combination of the methods described in the
foregoing Subsections 12.10(b), 12.10(c), 12.10(d) and
12.10(e) may be utilized to assure that the limitations
of Subsection 12.10(a) are satisfied.
12.11 Nondiscrimination Limitations on Regular Contributions
and Employer Contributions: Effective January 1, 1987:
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<PAGE>
(a) Notwithstanding any other provision of the Plan to the
contrary, for each Plan Year, the Plan Manager shall
limit the amount of Regular Contributions under Sections
4.2 and 4.3 (including any recharacterized Deferrals
pursuant to Section 12.10) and Employer Contributions
under Section 5.1 made by or on behalf of each Highly
Compensated Employee to the extent necessary to ensure
that either of the following tests is satisfied:
(1) the Actual Contribution Percentage for the group of
Highly Compensated Employees who are eligible to
participate in the Plan is not more than the Actual
Contribution Percentage of all other Employees who
are eligible to participate in the Plan multiplied
by 1.25; or
(2) the excess of the Actual Contribution Percentage for
the group of Highly Compensated Employees who are
eligible to participate in the Plan over that of all
other Employees who are eligible to participate in
the Plan is not more than two percentage points, and
the Actual Contribution Percentage for the group of
Highly Compensated Employees who are eligible to
participate in the Plan is not more than the Actual
Contribution Percentage of all other Employees who
are eligible to participate in the Plan multiplied
by 2.0.
(b) If it is determined prior to any payroll period
that the Regular Contributions under Section
4.2 or Section 4.3 to be contributed thereafter
would cause the limitation prescribed in this
Section 12.11 to be exceeded, the amount of
such contributions allowed to be made by or on
behalf of Highly Compensated Employees shall be
reduced, notwithstanding the limitations on
contribution rate changes in Section 4.4.
Except as is hereinafter provided, the
Participants to whom such reduction is
applicable and the amount of such reduction
shall be determined pursuant to such
nondiscriminatory rules as the Plan Manager
shall prescribe.
(c) Notwithstanding the foregoing paragraph, if with respect
to any Plan Year amounts contributed by or on behalf of
Highly Compensated Employees exceed the applicable limit
set forth in Subsection 12.11(a), the Company may, in its
discretion, authorize the making of additional
contributions to the accounts of Participants who are not
Highly Compensated Employees, which additional
contributions shall either be Qualified Nonelective
Contributions or additional Employer Contributions under
Section 5.1. In addition, in accordance with regulations
issued under Section 401(m) of the Code, the Plan Manager
may elect to treat amounts attributable to Deferrals as
such additional Employer Contributions solely for the
purposes of satisfying the limitations of Subsection
12.11(a).
(d) If the limitations under Subsection 12.11(a) continue to
be exceeded following such Qualified Nonelective
Contributions or additional Employer Contribution
amounts, if any, the Excess Aggregate Contributions made
with respect to Highly Compensated Employees with respect
to such Plan Year, and any income attributable thereto,
shall be distributed to Highly Compensated Employees in
an amount equal to each such Participant's Regular
Contributions under Section 4.3 (including
recharacterized Deferral Contributions).
(e) If the limitations under Subsection 12.11(a) continue to
be exceeded following the distributions described in
Subsection (d), the Regular Contributions under Section
4.2 and associated Employer Contributions along with
earnings attributable to such amounts for the Plan Year
shall be distributed (to the extent already vested and,
if not vested, forfeited) to the extent of the remaining
Excess Aggregate Contributions, as determined pursuant to
such rules and regulations as shall be prescribed by the
Internal Revenue Service under Section 401(m) of the Code
and the provisions of Article VII, to the affected Highly
Compensated Employees. Any such forfeitures shall be
utilized no later than as of the last day of the Plan
Year in which such forfeiture occurs to reduce future
Employer Contributions and to defray administrative
expenses of the Plan.
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(f) All Excess Aggregate Contributions and any income
allocable thereto shall be forfeited or distributed, as
described above, as soon as practicable after the close
of the Plan Year, but no later than twelve months after
the close of the Plan Year in which they occur. The
amount of income allocable to Excess Aggregate
Contributions shall be determined in accordance with the
regulations issued under Section 401(m) of the Code. The
Plan Manager is authorized to implement rules under which
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<PAGE>
any combination of the methods described in the foregoing
Subsections 12.11(b), 12.11(c), 12.11(d), and 12.11(e)
may be utilized to assure that the limitations of
Subsection 12.11(a) are satisfied.
(g) Notwithstanding anything to the contrary in Sections
12.10 or 12.11, effective January 1, 1989, Deferrals,
Regular Contributions, and Employer Contributions may not
be made to this Plan in violation of the rules
prohibiting multiple use of the alternative limitation
described in Sections 401(k)(3)(A)(ii)(II) and
401(m)(2)(A)(ii) of the Code and the provisions of
Treasury Regulation section 1.401(m)-2(b) and any further
guidance issued thereunder. If such multiple use occurs,
the Actual Contribution Percentages for all Highly
Compensated Employees (determined after applying the
foregoing provisions of Sections 12.10 and 12.11) shall
be reduced in accordance with Treasury Regulation section
1.401(m)-2(c) and any further guidance issued thereunder
in order to prevent such multiple use of the alternative
limitation.
(h) Notwithstanding anything in the Plan to the contrary, if
the rate of Employer Contributions, determined after
application of the corrective mechanisms described in
Section 12.10 and the foregoing provisions of Section
12.11, discriminates in favor of Highly Compensated
Employees, any such amounts attributable to any Excess
Deferral Contributions, Excess Aggregate Contributions,
or Excess Deferrals (as described in Subsection 12.9(d))
of each affected Highly Compensated Employee shall be
forfeited so that the rate of contribution is
nondiscriminatory. Any such forfeitures shall be made no
later than the end of the Plan Year following the Plan
Year for which the contribution was made. Forfeitures,
if any, shall be used no later than as of the end of the
Plan Year in which they occur to reduce future Employer
Contributions or to defray administrative expenses of the
Plan.
12.12 Definitions: For purposes of Sections 12.9, 12.10, and
12.11 (as well as such other provisions of the Plan specifically
referring to a definition in this Section 12.12), the following
terms have the following meanings:
(a) The term "Actual Deferral Percentage" means, for a
specified group of Employees who are eligible to
participate in the Plan for a Plan Year, the average of
the ratios (calculated separately for each person in such
group) of:
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(1) the aggregate of the Deferral contributions
(including any Additional Contributions treated as
Deferrals) and any Qualified Non-elective
Contributions (as hereinafter defined) which, in
accordance with the rules set forth in Treasury
Regulation Section 1.401(k)-1(b)(4) and (5) are, at
the election of the Plan Manager, in fact taken into
account with respect to such Plan Year, to
2) such Employee's Compensation taken into account for
the Plan Year.
In determining the Actual Deferral Percentages for a Plan
Year, any Participant who is suspended from participation
pursuant to Section 8.1 and, to the extent required by
Section 401(k) of the Code and the regulations and other
guidance issued thereunder, any Employee who waives
participation under Section 2.14 shall be treated as an
eligible Participant. In the case of an Employee who is
a Highly Compensated Employee, the Deferrals and
Compensation of such Employee shall include the Deferrals,
Qualified Nonelective Contributions, if any, and
Compensation of any individual who is a Family Participant
and such Family Participants shall be disregarded as
separate employees in determining the Actual Deferral
Percentage both for Participants who are Highly
Compensated Employees and for all other eligible
Employees. In all events, Actual Deferral Percentages
shall be determined in accordance with all of the
applicable requirements (including, to the extent
applicable, the plan aggregation requirements) of Section
401(k) of the Code, and the regulations and other guidance
issued thereunder.
(b) The term "Actual Contribution Percentage" means, for a
specified group of Employees who are eligible to
participate in the Plan, the average of the ratios
(calculated separately for each person in such group) of:
(1) the aggregate of the Regular Contributions and
Employer Contributions (including Additional
Contributions treated as Regular Contributions, in
addition to such other contributions, including
Qualified Nonelective Contributions or Deferrals
which, in accordance with applicable rules and
regulations promulgated by the Internal Revenue
Service, the Plan Manager elects to aggregate with
such Regular Contributions for purposes of
demonstrating compliance with the requirements of
Section 401(m)(2) of the Code) which are paid to the
Trust Fund by or on behalf of each such Employee for
a Plan Year, to
(2) such Employee's Compensation taken into account for
such Plan Year.
In determining the Actual Contribution Percentage for a
Plan Year, any Participant who is suspended from
participation pursuant to Section 8.1 and, to the extent
required by Section 401(m) of the Code and the regulations
and other guidance issued thereunder, any Employee who
waives participation under Section 2.14 shall be treated
as an eligible Participant. In the case of an Employee
who is a Highly Compensated Employee, the contributions
taken into account in determining the Actual Contribution
Percentage shall include all contributions and
Compensation of any individual who is a Family Participant
and such Family Participants shall be disregarded as
separate employees in determining the Actual Contribution
Percentage both for Participants who are Highly
Compensated Employees and for all other eligible
Employees. In all events, Actual Contribution Percentages
shall be determined in accordance with all of the
applicable requirements (including, to the extent
applicable, the plan aggregation requirements) of Section
401(m) of the Code, and the regulations and other guidance
issued thereunder.
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(c) The term "Compensation" means wages within the meaning of
Section 3401(a) of the Code (without regard to any rules
under Section 3401(a) that limit the remuneration included
in wages based on the nature or location of the employment
or the services performed (such as the exception for
agricultural labor in Section 3401(a)(2)) and all other
payments of compensation to an Employee by the Company (in
the course of the Company's trade or business) for which
the Company is required to furnish the Employee a written
statement under Sections 6401(d), 6051(a)(3) and 6052 of
the Code (a Form W-2), modified to include all amounts
currently not included in the Employee's gross income by
reason of Sections 125 and 402(e)(3) of the Code; provided
that the total amount of Compensation taken into account
for
any Plan Year shall not exceed the applicable annual
compensation limitation in effect under Section 401(a)(17)
of
the Code, as adjusted by the Internal Revenue Service for
increases in the cost of living in accordance with
Section 401(a)(17) of the Code and the regulations and
other guidance issued thereunder. If the Plan Year
consists of fewer than twelve months, the foregoing annual
Compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the Plan
Year, and the denominator of which is twelve. In the case
of an Employee who begins, resumes, or ceases to be
eligible to make contributions during a Plan Year, the
amount of Compensation included in the Actual Deferral
Percentage and Actual Contribution Percentage test is the
amount of Compensation received by the Employee during the
entire Plan Year.
(d) The term "Family Participant" means, with respect to any
Employee described in Section 414(q)(6)(A) of the Code, an
individual described in Section 414(q)(6)(B) of the Code.
(e) The term "Excess Aggregate Contributions" means, with
respect to each Highly Compensated Employee, the amount
equal to the total amount of Regular Contributions under
Section 4.2 (including Additional Contributions treated as
Regular Contributions) and Employer Contributions under
Section 5.1 (determined prior to the application of the
leveling procedure described below) minus the product of
the Employee's Actual Contribution Percentage (determined
after the leveling procedure described below) multiplied
by the Employee's Compensation. In accordance with the
regulations issued under Section 401(m) of the Code,
Excess Aggregate Contributions shall be determined by a
leveling procedure under which the Actual Contribution
Percentage of the Highly Compensated Employee with the
highest such percentage shall be reduced to the extent
required to enable the limitation of Section 12.11(a) to
be satisfied, or, if it results in a lower reduction, to
the extent required to cause such Highly Compensated
Employee's Actual Contribution Percentage to equal that of
the Highly Compensated Employee with the next highest
percentage. This leveling procedure shall be repeated
until the limitations of Subsection 12.11(a) are
satisfied.
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(f) "Excess Deferral Contributions" means, with respect to
each Highly Compensated Employee, the amount equal to
total Employee Deferrals on behalf of the Employee
(determined prior to the application of the leveling
procedure described below) minus the product of the
Employee's Actual Deferral Percentage (determined after
application of Section 12.10 and after the leveling
procedure described below) multiplied by the Employee's
Compensation. In accordance with the regulations issued
under Section 401(k) of the Code, Excess Deferral
Contributions shall be determined by a leveling procedure
under which the Actual Deferral Percentage of the Highly
Compensated Employee with the highest such percentage
shall be reduced to the extent required to enable the
limitation of Section 12.10(a) to be satisfied, or, if it
results in a lower reduction, to the extent required to
cause such Highly Compensated Employee's Actual Deferral
Percentage to equal the Actual Deferral Percentage of the
Highly Compensated Employee with the next highest Actual
Deferral Percentage. This leveling procedure shall be
repeated until the limitations of Section 12.10(a) are
satisfied.
(g) "Qualified Nonelective Contributions" means contributions
that are made pursuant to Sections 12.10(c) or 12.11(c),
meet the requirements of Section 401(m)(4)(C) of the Code
and the regulations issued thereunder, and which are
designated as a Qualified Nonelective Contribution for
purposes of satisfying the limitations of Sections
12.10(a) or 12.11(a). Qualified Nonelective Contributions
shall be nonforfeitable when made and are distributable
only in accordance with the distribution and withdrawal
provisions that are applicable to Tax Deferred
Contributions under the Plan; provided, however, that
Qualified Nonelective Contributions may not be withdrawn
on account of financial hardship. If any Qualified
Nonelective Contributions are made, the Company shall keep
such records as necessary to reflect the amount of such
contributions made for purposes of satisfying the
limitations of Section 12.10(a) or Section 12.11(a).
Qualified Nonelective Contributions may be taken into
account for purposes of the limitations in Sections
12.10(a) or 12.11(a) only if the nondiscrimination and
plan aggregation conditions described in Treasury
Regulation sections 1.401(m)-1(b)(5) and 1.401(k)-1(b)(5)
and any other guidance issued thereunder are satisfied.
52
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ARTICLE XIII. TOP HEAVY PROVISIONS
13.1 General Rule: For any Plan Year for which the Plan is
a "Top-Heavy Plan" as defined in Section 13.7 below, any other
provisions of the Plan to the contrary notwithstanding, this Plan
shall be subject to the following provisions:
(a) The vesting provisions of Section 13.2.
(b) The minimum benefit provisions of Section 13.3.
(c) The limitation on benefits set by Section 13.4.
13.2 Vesting Provisions: Each Participant shall have a
nonforfeitable right to the Employer's Contributions and earnings
thereon as provided in Article X.
13.3 Minimum Benefit Provisions: Each Participant who is a
Non-Key Employee (as defined in Section 13.9 below) shall be
entitled to an Employer Contribution of the lesser of (i) three
percent of such Participant's annual Compensation as defined in
Section 12.4(b) or (ii) the highest actual percentage Employer
Contributions made or required to be made on behalf of any Key
Employee. Notwithstanding the preceding sentence, a Participant
shall not be entitled to any minimum Employer Contribution under
this Section 13.3 if the Employer maintains a defined benefit plan
providing benefits on behalf of Participants in this Plan and the
defined benefit plan provides a minimum top heavy benefit.
13.4 Limitation on Benefits: In the event that the Employer
also maintains a defined benefit plan providing benefits on behalf
of Participants in this Plan, one of the two following provisions
shall apply:
(a) If for the Plan Year this Plan would not be a "Top-Heavy
Plan" as defined in Section 13.7 below if "90 percent"
were substituted for "60 percent," then Section 13.3
shall apply for such Plan Year as if amended so that the
minimum Employer Contribution is four percent of the
Participant's annual compensation.
(b) If for the Plan Year this Plan would continue to be a
"Top-Heavy Plan" as defined in Section 13.7 below if "90
percent" were substituted for "60 percent," then the
denominator of both the Defined Contribution Plan
Fraction and the Defined Benefit Plan Fraction shall be
calculated as set forth in Section 12.6 for the
Limitation Year by substituting "1.0" for "1.25" in each
place such figure appears, except with respect to any
individual for whom there are no Employer Contributions,
forfeitures or voluntary nondeductible contributions
allocated or accruals for such individual under the
defined benefit plan.
13.5 Coordination with Other Plans: In the event that
another defined contribution or defined benefit plan maintained by
the Employer provides contributions or benefits on behalf of
Participants in this Plan, such other plan shall be treated as a
part of this Plan pursuant to applicable principles (such as Rev.
Rul. 81-202 or any successor ruling) in determining whether this
Plan satisfies the Top-Heavy requirements.
13.6 Top-Heavy Plan Definition: This Plan shall be a "Top-
Heavy Plan" for any Plan Year if, as of the Determination Date (as
defined in (a) below), the aggregate of the account balances for
Participants (including former Participants) who are Key Employees
(as defined in Section 13.8 below) exceeds 60 percent of the
aggregate of the account balances for all Participants or if this
Plan is required to be in an Aggregation Group (as defined in (b)
below) which for such Plan Year is a Top-Heavy Group (as defined in
(c) below).
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(a) "Determination Date" means for any Plan Year the last day
of the immediately preceding Plan Year.
(b) "Aggregation Group" means the group of plans, if any,
that includes both the group of plans that are required
to be aggregated and the group of plans that are
permitted to be aggregated.
(1) The group of plans that are required to be aggregated
(the "Required Aggregation Group") includes:
(i) Each plan of the Employer in which a Key
Employee is a participant, and
(ii) Each other plan of the Employer which enables a
Plan in which a Key Employee is a participant to
meet the requirements of either Code Sections
401(a)(4) or 410.
(2) The group of plans that are permitted to be
aggregated (the "Permissive Aggregation Group")
includes any plan that is not part of the Required
Aggregation Group that the Committee certifies as
constituting a plan within the Permissive Aggregation
Group. Such plans may be added to the Permissive
Aggregation Group only if, after the addition, the
Aggregation Group as a whole continues to meet the
requirements of both Code Sections 401(a)(4) and 410.
(c) "Top-Heavy Group" means the Aggregation Group, if as
of the applicable Determination Date, the sum of the
actuarial present value of the cumulative accrued
benefits for Key Employees under all defined benefit
plans included in the Aggregation Group plus the
aggregate of the accounts of Key Employees under all
defined contribution plans included in the
Aggregation Group exceeds 60 percent of the sum of
the actuarial present value of the cumulative accrued
benefits for Key Employees under all such defined
benefit plans plus the aggregate accounts for all
employees under such defined contribution plans.
(d) Effective for Plan Years beginning after December 31,
1986, solely for the purpose of determining if the
Plan, or any other plan included in a required
aggregation group of which this Plan is a part, is
top-heavy (within the meaning of Section 416(g) of
the Code) the accrued benefit of an Employee other
than a key employee (within the meaning of Section
416(i)(l) of the Code) shall be determined under (a)
the method, if any, that uniformly applies for
accrual purposes under all plans maintained by the
Affiliated Employer, or (b) if there is no such
method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the
fractional accrual rate of Section 411(b)(1)(C) of
the Code.
(e) In determining whether this plan constitutes a "Top-
Heavy Plan," the Committee (or its agent) shall make
the following adjustments in connection therewith:
(1) In determining the actuarial present value of
the cumulative accrued benefit or the amount of
the account of any Employee, such actuarial
present value or account shall include the
amount in dollar value of the aggregate
distributions made to such Employee under the
applicable plan during the five-year period
ending on the Determination Date. Such amounts
shall also include distributions to Employees
which represented the entire amount credited to
their accounts under the applicable plan.
54
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(2) Further, in making such determination such
actuarial present value or such account shall
not include any rollover contribution (or
similar transfer) initiated by the Employee and
made after December 31, 1983, to an applicable
plan with respect to whether such plan is Top-
Heavy or the Aggregation Group of which it is
a part is a Top-Heavy Group.
(3) Further, in making such determination, in any
case where an individual is a "Non-Key
Employee," as defined below, with respect to an
applicable plan but was a Key Employee with
respect to such plan for any prior Plan Year,
any accrued benefit and any account of such
Employee shall be altogether disregarded. For
this purpose, to the extent that a Key Employee
is deemed to be a Key Employee if he or she met
the definition of Key Employee within any of
the four preceding Plan Years, this provision
shall apply following the end of such period of
time.
13.7 Key Employee: The term "Key Employee" means any
Participant (and any beneficiary of a Participant) under this Plan
who, at any time during the Plan Year of the Determination Date or
during any of the four preceding Plan Years, is or was one of the
following:
(a) An officer of the Employer having an annual compensation
greater than 150% of the dollar limit on contributions
under Internal Revenue Code Section 415(c)(1)(A) in
effect for any such Plan Year. For any such Plan Year,
there shall be treated as officers no more than the
lesser of:
(1) 50 Employees, or
(2) 10 percent of the Employees, or if greater than 10
percent, three Employees.
For this purpose, the highest paid officers shall be selected.
(b) One of the 10 Employees owning (or considered as owning,
in accordance with applicable principles, such as
Internal Revenue Code Section 318 or a successor
provision) the largest interests in the Employer.
(c) Any person who owns (or is considered as owning, in
accordance with applicable principles, such as Internal
Revenue Code Section 318 or a successor provision) more
than five percent of the outstanding stock of the
Employer or stock possessing more than five percent of
the combined total voting power of all stock of the
Employer.
(d) Any person who owns (or is considered as owning, in
accordance with applicable principles, such as Internal
Revenue Code Section 318 or a successor provision) more
than one percent of the outstanding stock of the Employer
or stock possessing more than five percent of the
combined total voting power of all stock of the Employer
and receives annual compensation from the Employer of
more than $150,000.
13.8 Non-Key Employee: The term "Non-Key Employee" means any
Employee (and any beneficiary of an Employee) who is not a Key
Employee.
13.9 Collective Bargaining Rules: The provisions of Sections
13.2, 13.3 and 13.4 above do not apply with respect to any Employee
included in a unit of employees covered by a collective bargaining
agreement and who is covered by such agreement unless the
application of such Sections has been agreed upon with the
collective bargaining agent.
55
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13.10 Distribution to Key Employees: Notwithstanding any
other provision of this Plan, the entire interest in this Plan of
each Participant who is or at any time has been a Key Employee
shall be distributed (or distribution of such interest shall have
begun) to such Participant not later than April 1 of the taxable
year of the Participant in which the Participant attains age 70 1/2.
13.11 Effective Date: Except as otherwise provided, the
provisions of this Article shall become effective beginning July 1,
1984.
56
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ARTICLE XIV. VOTING OF STOCK
A Participant, former Participant or Beneficiary may instruct
the Trustee, in accordance with procedures approved by the
Committee, how to vote shares of SCANA Corporation Common Stock
credited to his account. In the absence of such instruction, the
Trustee shall vote shares held by it under the Plan in its capacity
as Trustee.
57
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ARTICLE XV. ADMINISTRATION
15.1 Plan Administrator: The Plan shall be administered by
the Committee, as defined in Section 2.06.
15.2 Powers and Duties of the Committee: The Committee is
the fiduciary that shall have all such powers as may be necessary
to discharge its duties hereunder, including, but not by way of
limitation, the power, in its discretion, to (a) interpret or
construe the Plan, (b) determine all questions of eligibility, (c)
determine the classification, status and rights of Employees,
Participants and beneficiaries of Participants, (d) determine the
amount, manner and time and type of any distribution hereunder, and
(e) fix minimum periods of notice where notice is required, all in
a manner not inconsistent with the terms of the Plan. All rules
and decisions of the Committee shall be consistently applied to all
persons in similar circumstances and shall be conclusive and
binding upon all persons affected thereby. The Committee shall be
entitled to rely upon certificates of the Employer and the Trustee
as to information pertinent to any determination made pursuant to
the Plan.
The Committee shall cause to be maintained such books of
accounts, records and other data as may be necessary or advisable
in its judgment for the purpose of the proper administration of the
Plan.
The Committee shall direct the Trustee concerning all payments
that shall be made from the Trust pursuant to the Plan.
The Committee, with respect to the Claims Review Procedure
specified in Section 15.4 of the Plan, assigns to the Plan Manager
the responsibility for making all initial claims determinations.
The Committee shall serve in an appeals review capacity as to those
claims denied by the Plan Manager which the Participant timely
submits in writing to the Committee for review.
If, in the Committee's judgment, any person to whom a
distribution is due is lacking in capacity because of illness,
accident or otherwise, the Committee may authorize a distribution
to any person or institution that in the Committee's judgment is
responsible for caring for the person who is entitled to the
distribution.
The Committee may act at a meeting or in writing without a
meeting. It may adopt such rules and regulations as it deems
desirable for the conduct of its affairs. Decisions by the
Committee shall be made by the vote or assent of a majority of its
members. The Committee shall have the power to assign or allocate
any of its responsibilities among its members and to designate one
or more persons (including persons who are not members of the
Committee) to carry out its responsibilities. The Committee
delegates and assigns to the Plan Manager primary responsibility
for management of the regular operations of the Plan.
Any action by the Committee on matters within its discretion
shall be final and binding upon all interested parties.
15.3 Claims Procedure: Claims for benefits under the Plan
shall be submitted to the Plan Manager in writing.
15.4 Claims Review Procedure:
(a) The Plan Manager, as the assignee of the Committee per
Plan Section 15.2, shall make all claims determinations
for benefits under the Plan. Within 90 days after any
denial of benefits under the Plan (unless special
circumstances require an extension of time not to exceed
an additional 90 days for processing the claim, in which
event written notice of extension shall be furnished to
the claimant prior to the termination of the initial 90-
58
<PAGE>
day period, and shall indicate both the special
circumstances requiring an extension and the date by
which the Plan Manager expects to render the final
decision), the Plan Manager shall give to the Participant
whose claim has been denied, in whole or in part, a
written notice stating the following information:
(1) the specific reason or reasons for denial of the
claim;
(2) a specific reference to pertinent provisions of the
Plan on which the denial is based;
(3) a description of any additional material or
information necessary for the Participant to perfect
his claim and an explanation of why such material or
information is necessary; and
(4) an explanation of the claims review procedure set
forth below.
(b) (1) A Participant may request, in writing, a review of
his claim provided such request is submitted to the
Committee within 60 days after receipt of written
notification of the denial of his claim. Failure of
the participant to submit a written request for a
review of his claim within the allowable 60-day
period shall constitute an irrevocable consent by
the Participant to the Plan Manager's decision
denying the benefit claimed, and the Plan Manager's
written notice shall so state.
(2) For the purpose of presenting his claim for review,
the Participant may review any pertinent documents
of the Plan and submit any issues and comments in
writing to the Committee.
(c) The Committee shall make a decision with regard to the
claim for review within 60 days after receipt of such
request for review. The decision on the review shall be
in writing and shall include the specific reason or
reasons for the decision and references to the pertinent
Plan provisions on which the decision is based and will
be final.
15.5 Plan Expenses: Expenses of administering the Plan shall
be paid by the Plan as otherwise provided herein, except to the
extent such expenses are paid by the Employer.
59
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ARTICLE XVI. TRUSTEE
All contributions under this Plan shall be paid to a Trustee
who shall invest and account for all such amounts and earnings
thereon as directed by provisions of Article VI of this Plan and
Article III of the related Trust Agreement. The Trustee shall have
such rights, powers and duties as are set forth in the Trust
agreement, including the responsibility of voting the shares of
SCANA Corporation Common Stock held by the Plan in accordance with
Section 3.6 of the Trust Agreement. All assets of the Trust shall
be held and invested in accordance with the provisions of the Trust
Agreement and the Plan for the sole benefit of Participants and
their beneficiaries. The Trustee shall be responsible solely for
the investment and safekeeping of the assets of the Trust and for
the market sale of whole share amounts for loans, cash-option in-
service withdrawals and cash-option distributions, and for
fractional share cash outs associated with cash-option or share
withdrawals and distributions, and shall have no responsibility for
the operation or administration of the Plan. The Trustee shall
make only those disbursements and any market sales of whole and
fractional shares related thereto as directed by the Committee or
by the Plan Manager acting under direct authority or on behalf of
the Committee in accordance with Section 15.2 of this Plan and
Section 2.3 and Article IV of the related Trust Agreement.
60
<PAGE>
ARTICLE XVII. FIDUCIARY LIABILITIES
The Employer, Officers and Directors of the Employer, the
Committee (including the individual members thereof), the Trustee,
the Plan Manager and any person who is deemed to be a fiduciary
under the Plan (these persons and entities are referred to below as
"they") shall not be liable for a breach of fiduciary
responsibility of another fiduciary under the Plan except to the
extent (a) they shall have participated knowingly in, or knowingly
undertaken to conceal, an act or omission of such fiduciary,
knowing such act or omission was a breach of such fiduciary's
responsibilities, (b) they shall have through a breach of their
fiduciary responsibilities enabled such fiduciary to commit a
breach of its fiduciary responsibilities, or (c) they shall have
knowledge of a breach of fiduciary responsibilities by such
fiduciary, unless they made reasonable efforts to remedy the
breach.
They also shall not be liable for the acts or omissions of any
person or persons to whom any authority, power or responsibility
has been allocated or who have been designated to carry out their
responsibilities, except to the extent they shall have violated
their fiduciary responsibilities with respect to such allocation or
designation or would otherwise be liable under provisions of the
immediately preceding paragraph.
The Committee, its individual members and other fiduciaries
who are employed by the Employer shall be indemnified by the
Employer or from proceeds under insurance policies purchased by the
Employer against any and all liabilities arising by reason of any
act or failure to act made in good faith pursuant to the provisions
of the Plan, including expenses reasonably incurred in the defense
of any claim relating thereto.
61
<PAGE>
ARTICLE XVIII. AMENDMENT OR TERMINATION
18.1 General Provision: Except to the extent provided in
Section 18.2, the Plan may be amended or terminated by action of
the Board of Directors of SCANA Corporation, but no amendment or
termination shall cause any of the assets of the Trust to be used
for or be diverted to any purpose other than the exclusive benefit
of Participants or their beneficiaries and no amendment may reduce
or eliminate any Participant's accrued benefit (including the form
and timing of all optional forms of benefit) in violation of
Section 411(d)(6) of the Code and the regulations thereunder.
18.2 Special Provision:
(a) Authority to Amend. Effective December 15, 1993, the
Employee Plans Committee will have the authority to amend
the Plan from time to time subject to Section 18.2(d).
(b) Amendment Procedure. The Employee Plans Committee will
determine that an amendment is appropriate, and will
direct that it be drafted. A majority of the Employee
Plans Committee members must approve the draft. The
Employee Plans Committee will deliver a copy of each
amendment to the Company and each adopting subsidiary
within 30 days after adoption.
(c) Prohibited Amendments. No amendment under this Section
18.2 will be permitted which would have the effect of:
(1) permitting any part of the assets of the Trust to be
used for purposes other than the exclusive benefit
of Participants;
(2) revesting in any Employer any portion of the assets
of the Trust; or
(3) eliminating or reducing any Participant's accrued
benefit (including the form and timing of all
optional forms of benefit) in violation of Section
411(d)(6) of the Code and the regulations
thereunder.
(d) Authority of Terminate. The Employee Plans Committee
shall have the authority to terminate the Plan at any
time but only if the substantial purpose of the Plan is
continued by another plan maintained by the Company.
62
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ARTICLE XIX. GENERAL PROVISIONS
19.1 Source of Distributions: Distributions under this Plan
shall be made only out of the Trust. No persons shall have any
rights under the Plan with respect to the Trust, or against the
Trustee or the Employer, except as specifically provided for
herein.
19.2 Non-Alienation of Benefits: Except as otherwise
provided by law, no person shall have the right to assign,
alienate, transfer, hypothecate or otherwise subject to lien an
interest in or benefit under the Plan nor shall benefits under the
Plan be subject to the claims of any creditor.
Notwithstanding the preceding paragraph, in the event that a
qualified domestic relations order (as defined in Section 414(p) of
the Code) is received by the Committee, benefits shall be payable
in accordance with such order and Section 8.13 of the Plan. The
Committee is authorized to issue procedures to effectuate the
requirements for administering qualified domestic relations orders.
19.3 Merger or Consolidation: In case of a merger or
consolidation with, or transfer of assets or liabilities to, any
other plan, each Participant shall have a benefit at least as large
as the benefit he would have been entitled to had the Plan been
terminated immediately before the merger, consolidation or
transfer. The Employee Plans Committee shall have the authority to
direct the merger, consolidation or transfer of assets and
liabilities of the Plan with and into another qualified plan;
provided, however, that the Employee Plans Committee may only
merge, consolidate or transfer all of the Plan's assets and
liabilities to another plan if the substantial purpose of the Plan
is continued by another Plan maintained by the Company.
19.4 No Right to Employment: The Plan confers no right upon
any Employee to continue employment with the Employer.
19.5 Controlling Law: The Plan shall be governed by the laws
of the state of South Carolina, except to the extent preempted by
the laws of the United States.
This restatement shall be effective from January 1, 1989, to
and as of July 1, 1994.
63
<PAGE>
IN WITNESS WHEREOF the undersigned has caused this instrument
to be executed by the duly authorized officer, this 14th day of
December, 1994.
SCANA CORPORATION
BY: s/Lawrence M. Gressette
Lawrence M. Gressette, Chairman
of the Board and Chief Executive
Officer
Attest: s/Kevin B. Marsh
Kevin B. Marsh
Secretary
64<PAGE>
<PAGE>
APPENDIX I
(A) Effective June 10, 1986, the following special provisions
shall apply under this Plan to all Participants in the CPC Plan on
June 9, 1986, having account balances in the CPC Plan Trust:
1. All account balances for Participants in the CPC Plan
on June 9, 1986 ("CPC Plan Participants") had their
account balances transferred to this Plan as of June
10, 1986.
2. All other provisions of this Plan, as modified by the
provisions of this Appendix I(A), shall apply to the
CPC Plan Participants. The provisions of Appendix
I(A) shall not apply to any other Participants.
3. Employment with Carolina Pipeline Company, Inc.,
shall be considered as employment with the Employer
for all purposes relating to service and eligibility
under this Plan.
4. Notwithstanding the provisions of Article X of this
Plan, the CPC Plan Trust accounts of the CPC Plan
Participants shall be fully vested and nonforfeitable
at all times.
5. The value of the account of each Participant
described above in the CPC Plan Trust shall be
determined as of June 10, 1986. The balance in that
account shall be transferred to the Trust of this
Plan as of that date, shall constitute a balance in
the account of that person, and shall thereafter be
subject to all provisions of this Plan relating to
accounts under this Plan.
6. Any amount forfeited under the CPC Plan during the
period after the most recent reallocation of
forfeitures and prior to June 10, 1986, shall be
reallocated under the terms of the CPC Plan as of
June 9, 1986.
(B) Effective April 30, 1993, the following special
provisions shall apply under this Plan to all
Participants in the SCANA Corporation Employee Stock
Ownership Plan ("ESOP") on April 29, 1993, having account
balances in the ESOP:
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1. All account balances for Participants in the ESOP on
April 29, 1993 ("ESOP Participants") had their
account balances transferred to this Plan as of April
30, 1993.
2. All other provisions of this Plan, as modified by the
provisions of this Appendix I(B), shall apply to the
ESOP Participants. The provisions of Appendix I(B)
shall not apply to any other Participants.
3. Periods of participation in the ESOP shall count as
periods of participation in this Plan for all
purposes of Article VIII. Periods during which
assets were invested in shares of Common Stock under
the ESOP shall be aggregated with all such periods of
investment under this Plan for purposes of Article
VIII.
4. The ESOP accounts of the ESOP Participants shall be
fully vested and nonforfeitable at all times.
5. Notwithstanding anything in Article VIII to the
contrary, shares of Common Stock attributable to the
ESOP shall be distributable to ESOP Participants
after such amounts have been allocated to the
Participant's account for 84 months, including
periods during which such assets were invested under
the ESOP prior to its merger with this Plan.
Following such 84-month holding period, a Participant
may elect to make withdrawals from his transferred
ESOP account in the following order: (a) Employee
voluntary matching contributions; (b) Company
contributions (unmatched); and (c) Company matching
contributions. Such withdrawals may not be made from
any account until all accounts previously listed
have been exhausted. An ESOP Participant may make a
withdrawal under this Appendix I(B)(6) once in any
six-month period. Any such withdrawal shall be
subject to the otherwise applicable provisions of
Article VIII.
6. In no event shall the accrued benefit under the ESOP
for any ESOP Participant (including the form and
timing of all optional forms of benefit) be modified
in violation of Section 411(d)(6) of the Code and the
regulations thereunder, except to the extent required
to comply with applicable requirements of the Code.
66
Exhibit 4.4
TRUST AGREEMENT
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
THIS AGREEMENT, by and between SCANA CORPORATION (the "Company") , a
corporation organized under the laws of the State of South Carolina and having
its principal office at Columbia, South Carolina, and as successor corporation
to South Carolina Electric & Gas Company under the "Stock Purchase-Savings
Program for Employees" pursuant to a Plan of Exchange effective December 31,
1984, the title of which plan was subsequently changed by SCANA Board Resolution
of April 26, 1989 to the SCANA Corporation Stock Purchase-Savings Plan (the
"Plan") effective January 1, 1989, and First Union National Bank of South
Carolina ("First Union", or the "Trustee"), a banking corporation having its
principal office in Greenville, South Carolina, is effective within a
transitional context from December 18 through December 31, 1991, as described
below, and is fully effective as of the 1st day of January, 1992.
WITNESSETH:
WHEREAS, the Company and The South Carolina National Bank ("SCNB") had
executed an amended and restated Trust Agreement on December 7, 1989 pursuant to
which SCNB has served as trustee of the Plan; and
WHEREAS, the Company did on November 19, 1991 deliver to SCNB in accordance
with Section 2.5 of the above Trust Agreement written notice of prospective
removal of trustee, the trust services of SCNB to be concluded as of the close
of business on December 31, 1991; and
WHEREAS, the Company desires that First Union serve as Trustee of the Trust
for the Plan effective January 1, 1992, which Plan and related Trust are
intended to be and to be operated as a qualified Plan and Trust within the
meaning of Section 401(a) of the Internal Revenue Code of 1986 as may be from
time to time amended; and
67
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WHEREAS, First Union desires to serve as Trustee;
WHEREAS, in transition, SCNB will at the direction of the Company, transfer
the bulk of trust fund assets to First Union as successor Trustee on December
18, 1991 to afford First Union adequate administrative lead time prior to First
Union's receipt from the company on or before January 10, 1992 of December 31,
1991 distribution processing data, SCNB retaining only that number of shares of
SCANA Corporation common stock and that cash balance which may reasonably be
required for SCNB to satisfy any unfulfilled obligations of the November 30,
1991 distribution processing; and
WHEREAS, following completion of the November 30, 1991 distribution
processing as noted above, SCNB will transfer any and all remaining trust fund
assets that it may hold to First Union as successor Trustee prior to January 1,
1992;
NOW, THEREFORE, the Company, on behalf of itself and participating SCANA
Corporation subsidiaries, and First Union as Trustee under this Trust Agreement,
hereby consent to the following Trust terms:
ARTICLE I
ESTABLISHMENT OF TRUST
1.1 The Company will, on behalf of itself and as agent for
any participating subsidiary company, deliver or cause to be
delivered from time to time to the Trustee contributions of
employees of the Company and of any participating subsidiary, and
contributions by the Company and by any participating subsidiary,
pursuant to the Plan, all of which, together with the earnings,
profits and increments thereon, without distinction between
principal and income, shall constitute the trust fund hereby
created and established. In accordance with directions from the
Company to SCNB as the retiring trustee pursuant to notice issued
in accordance with Section 2.5 of the Trust Agreement with SCNB
dated December 7, 1989, First Union shall initially receive
delivery of the trust fund and related records from SCNB to serve
as successor Trustee as specified in the preamble provisions above.
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<PAGE>
1.2 This trust shall be a part of the Plan and shall be
administered for the exclusive purpose of providing benefits to
Participants as defined in the Plan and their successors in
interest in accordance with the provisions of the Plan the Internal
Revenue Code of 1986 and of the Employee Retirement Income Security
Act of 1974 (ERISA) and rules and regulations thereunder, as all
may from time to time be amended.
1.3 The Trustee, by executing this Trust Agreement,
accepts the trust, and undertakes to hold, invest, distribute and
administer the Fund in accordance with the provisions of this
Agreement and agrees to be bound by the terms of the Plan
applicable to it as well as of this Agreement.
1.4 Notwithstanding references herein to the Plan, the
duties and responsibilities of the Trustee shall be limited to
carrying out the terms of this Agreement and the directions of the
Company issued pursuant to this Agreement, and the Trustee shall be
under no duty to seek contributions from the Company, or payments
from any employee, or to compel acceptance by the Company of any
subscription or offer to purchase or sell common stock of the
Company.
ARTICLE II
CONCERNING THE TRUSTEE
2.1 The Trustee shall have all powers necessary for
performance of its duties under this Trust Agreement.
2.2 The Trustee shall be paid by the Company such
compensation as shall from time to time be agreed upon by the
Company and the Trustee.
2.3 The Trustee may accept as the direction, act,
statement, determination or interpretation of the Company any
writing purporting to be such and signed by or on behalf of the
Plan Administrator or by a person designated in writing by the Plan
Administrator. In that the Plan Administrator is the SCANA
Corporation Stock Purchase-Savings Plan Committee ("Committee") per
Section 15. 1 of the Plan, and in that "The Committee delegates and
assigns to the Plan Manager primary responsibility for management
of the regular operations of the Plan" per Section 15.2 of the
Plan, it is intended that the Plan Manager shall act on behalf of
the Plan Administrator in virtually all matters concerning the
Trustee.
2.4 The Trustee shall have power and authority in its
discretion to sell or exchange such securities and to execute such
proxies, powers of attorney, agreements and other documents as it
may deem necessary or advisable in administering the Trust.
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2.5 The Trustee may resign at any time by delivering sixty
days' written notice of its resignation to the Company, but the
Company may agree to accept such resignation upon shorter notice.
The Company may at any time remove the Trustee by delivering thirty
days' written notice of such removal to the Trustee, but the
Trustee may agree to removal upon shorter notice. The retiring
Trustee shall deliver the Fund and related records to such
successor trustee as designated and appointed by the Company.
ARTICLE III
TRUST RECEIPTS AND INVESTMENTS
3.1 All Deferrals and Contributions under the Plan shall
be paid to the Trustee, who shall invest such amounts and earnings
thereon as provided in Article VI of the Plan, and account for all
such amounts and earnings thereon. The Trustee shall not be
responsible in any way for the collection of contributions provided
for under the Plan.
3.2 Effective November 1, 1988, all Employee Deferrals and
Contributions made during any Plan Year have been and shall be
invested entirely in SCANA Corporation common stock. All Employer
Contributions have been and shall be invested entirely in SCANA
Corporation common stock. Except as otherwise provided in Section
3.10 of this Article, the Trustee shall not be deemed to have any
discretionary investment powers in this regard, and as a result the
Company shall, to the extent permitted by the Employee Retirement
Income Security Act of 1974, indemnify the Trustee for any and all
claims, losses, costs, expenses or other liabilities which the
Trustee may incur or for which the Trustee may be held legally
liable regarding this exclusive investment in SCANA Corporation
common stock; the Company shall not, however, apart from matters
pertaining to the exclusive aspect of this investment directive,
indemnify the Trustee for any claim, loss, cost, expense or other
liability incurred with respect to investment in SCANA Corporation
common stock which is the result of the Trustee's gross negligence
or recklessness.
3.3 Company common stock shall be purchased by the Trustee
as provided in Article VI of the Plan.
3.4 Company common stock purchased by the Trustee shall be
carried in the accounts of the Trustee at the cost thereof to the
Trustee.
3.5 The Trustee shall in its discretion exercise or sell
any rights received from Company for the purchase of any additional
shares of common stock or other securities which Company may offer
to its stockholders.
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3.6 The Trustee shall vote the shares of common stock
credited to the account of a Participant in accordance with the
instructions of the Participant, and in the absence of such
instructions, in accordance with its own discretion.
3.7 The Trustee shall register Company common stock held
by it hereunder in its own name or in the name of its nominee, with
or without the addition of words indicating that such securities
are held in a fiduciary capacity, and may hold any other securities
in bearer form, but the books and records of the Trustee shall at
all times show that all such investments are part of the Trust.
3.8 The Company will maintain records accurately
reflecting the interest of each Participant in the Plan.
3.9 The Company will inform the Trustee as to amounts to
be invested in Company common stock.
3.10 The Trustee shall have the power to invest cash for
short periods of time, not to exceed the period from the date the
Trustee receives funds from the Company until the settlement date
for purchases made by the Trustee, in interest-bearing deposits or
money market obligations of the Trustee (where the Trustee is a
federally-regulated bank) or otherwise with due prudence exercised
as to safety, liquidity and rate of return.
3.11 Loans may be made to the Participants under Article IX
of the Plan and this section provided such loans (a) are available
to all such Participants on a reasonably equivalent basis, (b) are
not made available to highly compensated Employees or officers in
an amount greater than made available to other Participants, (c)
are made in accordance with Article IX of the Plan, (d) bear a
reasonable rate of interest and (e) are adequately secured. The
Plan Manager and not the Trustee shall be responsible for the
administration, processing and collection of loans. The Plan
Manager may bring actions for collection of amounts due in the name
of the Trustee.
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ARTICLE IV
DISTRIBUTIONS
The Trustee shall make distributions at such times and in such
form as the Plan Manager may direct in writing.
ARTICLE V
REPORTS AND ACCOUNTS
5.1 The Trustee shall maintain true and accurate accounts
of all transactions hereunder, which shall be subject to inspection
and audit at any time by the Company or by auditors designated by
the Company.
5.2 Within sixty days after the end of each Plan Year, the
Trustee shall prepare and deliver to the Plan Manager a statement,
in such form as the Company shall prescribe, of its accounts and
proceedings for the year. Each annual statement shall be certified
as accurate by appropriate officers of the Trustee.
ARTICLE VI
TAXES
6.1 The Trustee shall withhold and pay to the proper
authorities any taxes required to be withheld by the Trustee or the
Company from any distribution to or for the account of any
Participant or with respect to any credit to the account of any
Participant.
6.2 The Trustee shall pay out of the Fund any taxes
lawfully assessed upon the Fund or the earnings thereof or upon the
Company with respect to the Fund or the earnings thereof.
ARTICLE VII
FIDUCIARY DUTIES
7.1 The Trustee shall not engage in any activity that
would constitute a prohibited transaction as defined in the
appropriate sections of the Internal Revenue Code, ERISA, related
Regulations and any applicable South Carolina law.
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7.2 No person dealing with the Trustee shall be required
to inquire into the decisions or authorities of the Trustee or to
see to the application by the Trustee of any properties involved in
such transactions; provided, that this provision shall not relieve
any Plan fiduciary dealing with the Trustee from fulfilling his
fiduciary duty. For the purposes of this Agreement, the "fiduciary
duty" of the Plan fiduciaries (including the Trustee) shall include
the duties specified by the Plan and in this Trust Agreement and
all other duties imposed on plan fiduciaries under the Internal
Revenue Code of 1986, ERISA, and any applicable South Carolina law,
as all may from time to time be amended. The Trustee shall not be
liable for the making, retention, or sale of any investment nor for
any loss to or diminution of the trust fund, nor for any action it
takes or refrains from taking, if at the direction of the Plan
Manager.
7.3 The Trustee shall not be liable for any expenses or
liability hereunder unless due to or arising from its fraud,
dishonesty, negligence, misconduct, or violation of the fiduciary
standards of the Internal Revenue Code of 1986, ERISA, and any
applicable South Carolina law, as all may from time to time be
amended.
7.4 The Trustee shall be under no duty to question any
direction received from the Plan Manager or to make any suggestions
to the Plan Manager in connection therewith, and the Trustee shall
as promptly as possible comply with any direction given by the Plan
Manager hereunder. The Trustee may consult with legal counsel of
its choice, including counsel for or employed by the Company, upon
any matter or question arising hereunder and shall be fully
protected in acting in good faith upon advice received from such
counsel.
ARTICLE VIII
EXPENSES OF AND CHARGES AGAINST THE TRUST
Expenses of and charges against the trust fund relating to the
ordinary and necessary administration of the Plan and Trust will be
paid by the Company or the Company's participating subsidiaries,
and such amounts will not be treated as Employer Contributions. In
the event any fee or expense reasonably incurred by the Trustee in
its administration of the trust fund is not paid by the Company or
by the Company's participating subsidiaries after due written
notice by the Trustee is given thereof, the Trustee shall pay such
fee or expense from Fund assets and shall promptly remit notice of
such payment to the Company. Among the expenses encompassed by
this section is reasonable compensation for the Trustee's services,
which fees shall be agreed upon from time to time between the
Company and the Trustee.
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ARTICLE IX
NON-ASSIGNABILITY
Except to the extent permitted in the instance of a qualified
domestic relations order as defined in Section 414(p) of the Code,
no right or interest of any Participant or of any beneficiary of
any Participant under this Agreement or in or to any part of the
Trust hereby established shall be assignable or transferable, in
whole or in part, either directly or by operation of law or
otherwise, including, but not by way of limitation, execution,
levy, garnishment, attachment, pledge, bankruptcy or in any other
manner, but excluding devolution by death or mental incompetency,
and no right or interest of any such Participant or beneficiary
shall be liable for, or subject to, any obligation or liability of
such Participant or beneficiary.
ARTICLE X
AMENDMENT AND TERMINATION
10.1 The Company reserves the right at any time by written
notice to the Trustee to amend the terms of this Agreement in any
respect whatsoever, or to modify, suspend or terminate this
Agreement. No such amendment, however, may permit any part of the
trust fund to revert to the Company or to be used for or diverted
to purposes other than the exclusive benefit of Participants or for
the payment of taxes and such expenses as might be incurred which
are obligations properly to be satisfied from the trust fund,
except that Company contributions made to the Plan shall be
returned to the Company if made by reason of a good faith mistake
of fact. Applicable to the circumstance of return of Company
contributions are the following rules:
1. The amount returnable is the excess of the amount
contributed by the Company over the amount that
would have been contributed had there not
occurred a mistake of fact.
2. Earnings attributable to the excess contribution
shall not be returned to the Company, but losses
attributable thereto must reduce the amount to be
returned.
3. The return to the Company must be made within one
year of the mistaken payment of the contribution.
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No such amendment, modification, suspension or termination shall
have any retroactive effect, except that an amendment may be made
retroactively which is necessary or advisable in the judgment of
the Company to bring this Agreement into conformity with laws or
regulations, or to qualify the Plan and this Agreement for tax
exemption and the Company's contributions thereunder as deductible
for tax purposes, or which does not reduce the accrued benefit for
any Participant, or which is not otherwise contrary to any other
applicable law.
10.2 Unless sooner terminated, the Trust shall continue
for such period of time as is required to accomplish the purposes
for which it is established.
ARTICLE XI
MISCELLANEOUS
11.1 A copy of the Plan is attached hereto and
incorporated herein by reference. All terms used in this Agreement
which are defined in the Plan shall have the meanings assigned to
them in the Plan unless the context in which they are used clearly
requires otherwise. In the event any matter arises in connection
with the administration of the Trust which is not provided for in
this Agreement, or in the event there is a conflict between the
provisions of this Agreement and the provisions of the Plan, the
Plan provisions shall be controlling.
11.2 This Agreement shall be construed, administered and
enforced according to the laws of the State of South Carolina
except as superseded by laws of the United States.
11.3 If any part of this Agreement shall be found to be
invalid or unenforceable, such invalidity or unenforceability shall
not affect the remaining provisions hereof, but such part shall be
fully separable, and this Agreement shall be construed and enforced
as if such invalid or unenforceable matter had never been inserted
herein.
11.4 This Agreement shall be binding upon the parties and
upon their successors and assigns.
11.5 This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this instrument has been executed this
16th day of December 1991.
SCANA CORPORATION
BY: s/Lawrence M. Gressette
Lawrence M. Gressette
Chairman of the Board and
Chief Executive Officer
Attest: s/Barbara D. Blair
Barbara D. Blair
Corporate Secretary
FIRST UNION NATIONAL BANK OF
SOUTH CAROLINA, TRUSTEE
BY: s/Sandy W. Thrasher
Sandy W. Thrasher, Vice
President and Trust Officer
Attest: s/Marsha Samellas
Marsha Samellas
Employee Benefit Analyst
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Exhibit 5
December 16, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs:
SCANA Corporation (the "Company") proposes to file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 for the registration under the Securities Act of 1933 of a
proposed public offering and sale of up to 2,000,000 shares of the
Company's Common Stock, without par value (the "Stock"), which may
be issued under the Company's Stock Purchase-Savings Plan (the
"Plan").
I have participated in the preparation of the aforesaid
Registration Statement and am familiar with all other proceedings
of the Company in connection with the Plan and the proposed
issuance of the Stock thereunder. I have also made such further
investigation as I have deemed pertinent and necessary as a basis
for this opinion.
Based upon the foregoing, I advise you that, upon (a) the
aforesaid Registration Statement becoming effective; (b) issuance
of the Stock in accordance with the terms of the Plan; (c) the due
execution, registration and countersignature of the certificates
for the Stock; and (d) the delivery of the Stock to the purchasers
thereof against receipt of the purchase price therefor; in my
opinion the Stock will have been duly authorized and legally and
validly issued and will be fully paid and nonassessable.
I hereby consent to the use of this opinion in connection with
the aforesaid Registration Statement.
Very truly yours,
s/Asbury H. Gibbes
Asbury H. Gibbes
Senior Vice President and General
Counsel
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of SCANA Corporation on Form S-8 of the report of Deloitte & Touche dated
February 7, 1994, appearing in the Annual Report on Form 10-K of SCANA
Corporation for the year ended December 31, 1993.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
December 16, 1994
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Exhibit 24
POWER OF ATTORNEY
The undersigned directors of SCANA Corporation (the "Company"), hereby
appoint L. M. Gressette, Jr., W. B. Timmerman and B. Tate Horton, Jr., and each
of them severally, as the attorney-in-fact of the undersigned, to sign in the
name(s) and behalf of the undersigned, in any and all capacities stated therein,
and to file with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, a Registration Statement on Form S-8, and any and all
amendments thereto, with respect to the issuance and sale of 2,000,000
additional shares of common stock under the Company's Stock Purchase-Savings
Plan.
Dated: June 15, 1993
Columbia, South Carolina
s/B. L. Amick s/W. B. Bookhart, Jr.
B. L. Amick W. B. Bookhart, Jr.
Director Director
s/Bruce D. Kenyon s/F. C. McMaster
Bruce D. Kenyon F. C. McMaster
Director Director
s/Hugh M. Chapman s/Henry Ponder
Hugh M. Chapman Henry Ponder
Director Director
s/J. B. Edwards s/J. B. Rhodes
J. B. Edwards J. B. Rhodes
Director Director
s/E. T. Freeman s/E. C. Wall, Jr.
E. T. Freeman E. C. Wall, Jr.
Director Director
s/B. A. Hagood s/John A. Warren
B. A. Hagood John A. Warren
Director Director
79
